Guangzhou Lushan New Material Co., Ltd
IPO announcement
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Guangzhou Lushan New Material Co., Ltd. (hereinafter referred to as "Lushan new material" or "issuer") in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144], hereinafter referred to as the "administrative measures"), the measures for the administration of initial public offering and listing (CSRC order [No. 173]) Interim Provisions on public offering of shares by shareholders of companies during initial public offering (CSRC announcement [2014] No. 11), code for underwriting business of initial public offering (zzxf [2018] No. 142, hereinafter referred to as "business code") Detailed rules for placement of initial public offering shares (zxsf [2018] No. 142, hereinafter referred to as "detailed rules for placement"), detailed rules for the administration of offline investors in initial public offering shares (zxsf [2018] No. 142, hereinafter referred to as "detailed rules for the administration of investors") Detailed rules for the implementation of online IPO in Shanghai market (SZF [2018] No. 40, hereinafter referred to as "detailed rules for the implementation of online IPO") and detailed rules for the implementation of offline IPO in Shanghai market (SZF [2018] No. 41, hereinafter referred to as "detailed rules for the implementation of offline IPO") And other relevant regulations to organize and implement the initial public offering of shares.
The initial inquiry and offline issuance of this offering are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), and the website of the subscription platform is: https://ipo.uap.sse.com.cn./ipo , please read this announcement carefully. For details on the electronic issuance of offline shares, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance of this offering is conducted through the trading system of Shanghai Stock Exchange by means of market value subscription. Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Detailed rules for the implementation of online issuance.
1. Investors are kindly requested to pay special attention to the issuance process, quotation elimination rules, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
(1) The issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor (lead underwriter)") negotiated and determined the issue price of 25.79 yuan / share based on the preliminary inquiry results and taking into account the issuer's fundamentals, industry, valuation level of comparable companies, market conditions, demand for raised funds and other factors, Offline issuance will no longer conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 16, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The offline issuance and Subscription Date and online subscription date are March 16, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
(2) After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the inquiry results after excluding the invalid quotation, quote all the placing objects from high to low according to the declared price, and from small to large according to the proposed purchase quantity of the placing objects at the same declared price For the same declared price and the same quantity to be purchased, the order shall be from the last to the first according to the declaration time (the declaration time and declaration number displayed on the offline subscription platform of Shanghai Stock Exchange). The quantity of the highest part of the total amount to be purchased shall be excluded, and the excluded amount to be purchased shall not be less than 10% of the total amount to be purchased by offline investors. When the maximum declared price is the same as the determined issue price, the Declaration on the price can no longer be excluded, and the exclusion proportion can be less than 10%. The excluded part shall not participate in offline subscription.
(3) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
(4) Offline investors shall, according to the announcement on offline preliminary placement results and online winning results of initial public offering of shares by Guangzhou Lushan new materials Co., Ltd. (hereinafter referred to as "announcement on offline preliminary placement results and online winning results"), according to the finally determined issuance price and preliminary placement quantity before 16:00 on March 18 (T + 2) 2022, Pay the subscription funds for new shares in full and on time. Offline investors are allocated multiple new shares every day. Please pay for each new share separately. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves. After online investors win the subscription of new shares, they shall fulfill the obligation of capital delivery in accordance with the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on March 18 (T + 2) 2022. The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are located. The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
(5) When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
(6) If the offline investors with valid quotation fail to participate in the subscription or obtain the preliminary placement, and the offline investors fail to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant's latest declaration of abandonment of subscription. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
2. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, and carefully read the special announcement on investment risks of initial public offering of Guangzhou Lushan new materials Co., Ltd. published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on March 15, 2022 (t-1).
Important tips
1. The application of Guangzhou Lushan New Material Co., Ltd. for the initial public offering of 23 Jinzai Food Group Co.Ltd(003000) RMB common shares (A shares) (hereinafter referred to as "this offering") has been approved by the CSRC's CSRC permit [2022] No. 398.
The A-share stock of Guangzhou Lushan New Material Co., Ltd. is referred to as "Lushan new material" for short, and the stock code is "603051". This code is also applicable to the preliminary inquiry and offline subscription of this issuance. The online subscription of this offering is referred to as "Lushan subscription", and the online subscription code is "732051".
2. This offering is conducted through a combination of offline inquiry and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and non restricted depositary receipts market value (hereinafter referred to as "market value") in Shanghai market (hereinafter referred to as "online issuance"). The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding will not be conducted. The preliminary inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline subscription electronic platform of Shanghai Stock Exchange, and the online issuance shall be conducted through the trading system of Shanghai Stock Exchange.
3. The issuer negotiated with the recommendation institution (lead underwriter) to determine the number of shares to be issued this time as 23 Jinzai Food Group Co.Ltd(003000) shares. This issuance is all new shares, and there is no transfer of old shares. Before the launch of the callback mechanism, the initial number of offline issuance was 13.802 million shares, accounting for about 60.00% of the total issuance; The initial number of shares issued online was 9.021 million, accounting for about 40.00% of the total issued this time.
4. The preliminary inquiry work of this offering was completed on March 11, 2022 (T-3). According to the inquiry results after excluding invalid quotations, the issuer and the recommendation institution (lead underwriter) made quotations for all placing objects from high to low according to the declared price, and from small to large according to the proposed purchase quantity of placing objects at the same declared price For the same application price and the same proposed purchase quantity, the application time (the application time and application number displayed on the offline application platform of Shanghai Stock Exchange shall prevail) shall be sorted from the last to the first, the part with the highest quotation in the total amount of proposed purchase shall be excluded, and the issuer's fundamentals, industry, valuation level of comparable companies, market conditions, demand for raised funds and other factors shall be comprehensively considered, It is determined through negotiation that the price of this issuance is 25.79 yuan / share, and the price earnings ratio corresponding to this price is: (1) 22.93 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company in 2020 before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards by the total share capital after this issuance);
(2) 17.20 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company in 2020 before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards by the total share capital before this issuance);
(3) 22.99 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company in 2021 before and after deducting non recurring profits and losses reviewed by the accounting firm in accordance with Chinese accounting standards by the total share capital after this issuance);
(4) 17.24 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company in 2021 before and after deducting non recurring profits and losses reviewed by the accounting firm in accordance with Chinese accounting standards by the total share capital before this issuance).
5. If the offering is successful, the total amount of funds raised by the issuer is expected to be 5932474 million yuan. After deducting the estimated issuance cost of 707903 million yuan, the net amount of funds raised is expected to be 5224571 million yuan, which does not exceed the amount of funds raised by the issuer for the project disclosed in the prospectus.
6. The offline and online subscription date of this offering is March 16, 2022 (t day). Any placing object can only choose offline or online.
(1) Offline subscription
The offline subscription time of this offering is: 9:30-15:00 on March 16, 2022 (t day). The offline subscription is referred to as "Lushan Xincai" for short, and the subscription code is "732051". Only the placing objects who have submitted valid quotations during the preliminary inquiry can and must participate in the offline subscription of this issuance. See "attached table: preliminary inquiry and quotation of placing objects" for the list of placing objects that submit valid quotation. The placing object who fails to submit a valid quotation shall not participate in the offline subscription.
When participating in offline purchase, offline investors must enter the purchase record for the effective quotation placement object managed by them on the offline purchase electronic platform of Shanghai Stock Exchange. The purchase price in the purchase record is 25.79 yuan / share, and the purchase quantity shall be the effective proposed purchase quantity declared at the initial inquiry. When participating in offline subscription, investors do not need to pay subscription funds. Offline investors shall submit all the subscription records at one time after entering the subscription records for all the placing objects participating in the subscription. During the offline subscription period, offline investors can submit subscription records for many times, but all subscription records submitted last time shall prevail. All placing objects participating in the preliminary inquiry and quotation, whether or not they are "effective quotation", shall not participate in the online subscription of this issuance. If they participate in offline and online subscription at the same time, the online subscription part is invalid.
The placing object shall abide by relevant laws and regulations and relevant provisions of the CSRC in terms of subscription and shareholding, and bear corresponding legal liabilities by itself. If the investors participating in the offline subscription fail to provide materials as required, the recommendation institution (lead underwriter) has the right to refuse the placement or consider the subscription invalid. The relevant information of the placing object managed by the offline investors (including the full name of the placing object, the name of the securities account (Shanghai), the securities account number (Shanghai) and the bank collection and payment account, etc.) shall be subject to the information registered with the China Securities Association. The offline investors shall be responsible for the consequences caused by the inconsistency between the information of the placing object and the registration information.
The recommendation institution (lead underwriter) will further check whether there are prohibitions for the investors with valid quotation and the managed placing objects before the placement, Investors shall cooperate accordingly according to the requirements of the sponsor (lead underwriter) (including but not limited to providing industrial and commercial registration materials such as the articles of association, arranging interviews with the actual controller, truthfully providing the list of main social relations of relevant natural persons, cooperating with the investigation of other related relationships, etc.). If they refuse to cooperate or the materials provided are insufficient to exclude the above prohibited situations, The recommendation institution (lead underwriter) will refuse to make a placement to it.
(2) Online subscription
The online subscription time of this offering is: 9:30-11:30 and 13:00-15:00 on March 16, 2022 (t day). Open a securities account in China Clearing Shanghai branch before March 16, 2022 Moreover, investors who hold a certain market value in Shanghai market every 20 trading days (including T-2 days) before March 14, 2022 (except those prohibited by the laws, regulations and other regulatory requirements of the people's Republic of China that the issuer must comply with) can apply for the shares issued online through the trading system of Shanghai Stock Exchange. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
Investors determine their online subscription quota according to the market value of Shanghai market they hold. The online subscription limit is calculated according to the daily average holding market value of the investor 20 trading days (including T-2 days) before March 14, 2022. If the opening time of the investor's relevant securities account is less than 20 trading days, the daily average holding market value shall be calculated according to 20 trading days. Investors with a market value of more than 10000 yuan (including 10000 yuan) can participate in the subscription of new shares, and one subscription unit can be subscribed for every 10000 yuan market value
