Ningbo Tianyi Medical Instrument Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
hot tip
Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as “Tianyi medical”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144], hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of shares in the initial public offering of gem (Trial) (CSRC order [No. 167]) Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the “special provisions”), detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules for the implementation of business”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online issuance”), detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as “detailed rules for the implementation of offline issuance”) Code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142) Relevant provisions such as the rules for the administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212, hereinafter referred to as the “rules for the administration of offline investors under the registration system”) and the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock exchange”) Relevant regulations on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering and listing on GEM.
The initial inquiry and offline subscription of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as “offline issuance electronic platform”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Clearing Shenzhen Branch”). Please read this announcement carefully. For details of preliminary inquiry and offline subscription, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to focus on the issuance method, issuance process, call back mechanism, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. This issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) (if any) Offline inquiry and placement (hereinafter referred to as “offline issuance”) to qualified offline investors and online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-Shares or non restricted depositary receipts in Shenzhen market.
The strategic placement (if any), preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor (lead underwriter)” or ” Guotai Junan Securities Co.Ltd(601211) ). The initial inquiry and offline issuance shall be conducted by the sponsor (lead underwriter) through the offline issuance electronic platform（ https://eipo.szse.cn. ）And the registration and settlement platform of China Clearing Shenzhen Branch, and the online issuance is implemented through the trading system of Shenzhen Stock Exchange. Online investors are requested to carefully read this announcement and the detailed rules for the implementation of online issuance published by Shenzhen Stock Exchange.
This offering does not arrange the strategic placement to the asset management plan of the issuer’s senior managers and core employees and other external investors. For example, the offering price exceeds the median and weighted average of the quotation of offline investors after excluding the highest quotation, and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”) National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment insurance fund (hereinafter referred to as “pension”) The enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds and other provisions, whichever is lower, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this issuance in accordance with the relevant provisions. The issuer and the recommendation institution (lead underwriter) will disclose the total amount of shares allotted to the relevant subsidiaries of the recommendation institution participating in the placement, the number of subscribed shares, and Information such as the proportion in the number of shares issued this time and the holding period. 2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted.
3. Offline issuance objects: the offline issuance objects of this issuance are professional institutional investors such as securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified overseas institutional investors and qualified private fund managers registered with China Securities Association.
4. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on March 18, 2022 (T-3). Within the above-mentioned time, qualified offline investors can fill in and submit the purchase price and the proposed purchase quantity through the offline issuance electronic platform.
5. Multiple quotations from the same Investor: This preliminary inquiry is conducted by reporting both the declared price and the declared quantity at the same time. Offline investors can fill in different quotations for multiple placement objects under their management. Each offline investor can fill in up to 3 quotations, and the highest quotation shall not be higher than 120% of the lowest quotation. The quotation of offline investors and their managed placing objects shall include the price per share and the number of shares to be purchased corresponding to the price. There can only be one quotation for the same placing object. Once the relevant declaration is submitted, it shall not be revoked in its entirety. If the quotation needs to be adjusted due to special reasons, the specific reasons shall be filled in on the offline distribution electronic platform. In case of multiple submissions, all quotation records submitted last time shall prevail.
The minimum change unit of the declared price of offline investors is 0.01 yuan. In the preliminary inquiry stage, the minimum number of offline placement objects to be purchased is set as 1 million shares, and the minimum change unit of the number of offline placement objects to be purchased is set as 100000 shares, that is, the part where the number of offline placement objects designated by offline investors exceeds 1 million shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 5 million shares. The maximum number of shares subscribed by each placing object is 5 million shares, accounting for about 51.02% of the initial offline issuance.
Offline investors and the placing objects under their management shall strictly comply with the regulatory requirements of the industry, strengthen risk control and compliance management, carefully and reasonably determine the purchase price and quantity, and shall not purchase beyond their asset scale or capital scale.
When participating in the preliminary inquiry, please pay special attention to whether the subscription amount corresponding to the declared price and the subscription quantity exceeds the asset scale or capital scale of March 11, 2022 (T-8) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform. If the recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale in the asset certification materials submitted to the recommendation institution (lead underwriter), the subscription of the placing object is invalid.
Investors participating in the inquiry under Tianyi medical network shall pass the asset proof materials through the Guotai Junan Securities Co.Ltd(601211) securities IPO offline investor reporting system (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) reporting system”) (website: https://ipoinvestor.gtja.com. ）Submit to the sponsor (lead underwriter). If the investor refuses to cooperate in the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude its participation in the offline issuance prohibited by laws, regulations and normative documents, the issuer and the recommendation institution (lead underwriter) will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It shall be disclosed in the issuance announcement. If offline investors participate in the offline issuance of new shares in violation of regulations, they shall bear all the responsibilities arising therefrom.
Special tip 1: in order to promote the prudent quotation of offline investors, the Shenzhen Stock Exchange has added the pricing basis verification function on the offline issuance electronic platform. Offline investors are required to operate according to the following requirements:
Offline investors need to display “Tianyi medical preliminary inquiry has been started (to be started)” on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. of the day of preliminary inquiry through the offline issuance electronic platform（ https://eipo.szse.cn. ）Submit the pricing basis and fill in the suggested price or price range. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in the inquiry.
Offline investors shall quote according to the recommended price or price range given in the internal research report. In principle, they shall not exceed the recommended price range in the research report.
Special tip 2: offline investors must truthfully submit the proof materials of asset scale or capital scale, and strictly comply with the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placement object submitted to the sponsor (lead underwriter) and the corresponding asset scale or capital scale in the detailed list of asset scale of the placement object, Ensure that the amount of asset scale filled in the list of asset scale of placing object is consistent with the amount in the asset scale certification materials submitted. The data of asset scale or capital scale shall be subject to the fifth working day before the preliminary inquiry date (March 11, 2022, T-8).
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale certification materials uploaded in the Guotai Junan Securities Co.Ltd(601211) filing system and the corresponding asset scale or capital scale in the asset scale schedule of the placement object filled in are consistent with the data submitted on the offline issuance electronic platform; In case of inconsistency, the consequences shall be borne by offline investors.
Special tip 3: in order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on the gem, offline investors are required to operate according to the following requirements:
During the preliminary inquiry period, investors must issue an electronic platform offline of the Shenzhen Stock Exchange before making a quotation（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of March 11, 2022 (T-8). The asset scale or capital scale filled in by the investor shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the sponsor (lead underwriter).
Investors shall strictly abide by the regulatory requirements of the industry, reasonably determine the purchase scale, and the purchase amount shall not exceed
6. Provisions on offline exclusion ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall quote the price of all qualified offline investors’ placement objects from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of placement objects at the same subscription price For the same purchase price and the same proposed purchase quantity, it shall be sorted from late to early according to the application time (the application time shall be subject to the records of the offline issuance electronic platform), the same proposed purchase price and the same proposed purchase quantity according to the order of placing objects automatically generated by the offline issuance electronic platform from back to front at the same application time, and the quotation of placing objects with the highest quotation shall be excluded, The excluded proposed subscription amount shall not be less than 1% of the total proposed subscription amount of qualified offline investors. When the lowest price of the highest declared price to be excluded is the same as the determined issue price, the subscription on this price will not be excluded, and the placing object of the excluded part shall not participate in offline subscription.
After excluding the highest part of the quotation, the issuer and the recommendation institution (lead underwriter) shall carefully and reasonably determine the issuance price, final issuance quantity, effective quotation investors and effective proposed subscription quantity by comprehensively considering the remaining quotation and proposed subscription quantity, the issuer’s industry, market conditions, the valuation level of listed companies in the same industry, the demand for raised funds and underwriting risks. The number of effective offline investors determined by the issuer and the recommendation institution (lead underwriter) in accordance with the above principles shall not be less than 10.
If the issue price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, Or the price earnings ratio corresponding to the pricing of this offering is higher than the average price earnings ratio of the secondary market of comparable listed companies in the same industry (the static average price earnings ratio of the same industry in the latest month published by China Securities Index Co., Ltd.), The issuer and the sponsor (lead underwriter) will issue the special announcement on the investment risk of Ningbo Tianyi medical device Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) before online subscription, which will explain in detail the rationality of pricing and remind investors to pay attention to investment risks. Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the recommendation institution (lead underwriter), which is not excluded as the highest quotation, and meets other conditions determined and announced in advance by the issuer and the recommendation institution (lead underwriter). Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The sponsor (lead underwriter) has hired Shanghai Jinmao Kaide law firm to witness the whole process of this issuance and underwriting in real time, and will express clear opinions on the compliance and effectiveness of offline investor qualification, inquiry, pricing, placement, fund allocation, information disclosure and other relevant situations.
7. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks issued this time on the Shenzhen Stock Exchange.
The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
See “II. Strategic placement” for the arrangement of the restricted period of strategic placement shares.
8. Market value requirements: Investors Participating in the offline preliminary inquiry shall take the two trading days before the initial inquiry start date (March 16, 2022, T-5) as the base date, except for those participating in the preliminary inquiry of this offering, which shall be conducted in a closed manner
