Wankai New Material Co., Ltd
Initial public offering and listing on GEM
Issuance announcement
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
hot tip
Wankai New Material Co., Ltd. (hereinafter referred to as "wankai new material", "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") issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC" and "CSRC") Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (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"), Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") promulgated the implementation rules on initial public offering of securities (hereinafter referred to as "Shenzhen Stock Exchange No. 2021)" (hereinafter referred to as "Shenzhen Stock Exchange's implementation rules on initial public offering") Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "detailed rules for the implementation of online IPO") and detailed rules for the implementation of offline IPO in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as "detailed rules for the implementation of offline IPO"), The China Securities Association (hereinafter referred to as the "Securities Association") promulgated the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213), 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") Relevant provisions such as the detailed rules for the placement of initial public offering shares (Zhong Zheng Xie Fa [2018] No. 142), as well as relevant provisions such as the Shenzhen Stock Exchange's relevant stock issuance and listing rules and the latest operation guidelines, IPO shares and listing on the gem China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
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 the "offline issuance electronic platform") and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the "Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). Investors are invited to carefully read this announcement. 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.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission on September 18, 2021, and the implementation rules for the issuance and underwriting of initial public offerings on gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (zxsf [2021] No. 212) issued by the China Securities Association invite investors to pay attention to the changes of relevant regulations, pay attention to investment risks, and carefully study and judge the rationality of issue pricing, Make investment decisions rationally.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on initial public offering and listing on the gem of wankai new materials Co., Ltd. (hereinafter referred to as the "announcement on preliminary inquiry and recommendation"), after excluding the quotation of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 45.01 yuan / share (excluding 45.01 yuan / share) will be eliminated; Eliminate all placing objects with the proposed purchase price of 45.01 yuan / share and the proposed purchase quantity of less than 4.4 million shares (excluding 4.4 million shares); Eliminate all placing objects with the proposed subscription price of 45.01 yuan / share, the proposed subscription quantity is equal to 4.4 million shares, and the subscription time is later than 14:53:05:201 on March 14, 2022 (excluding 14:53:05:201 on March 14, 2022); Among the placing objects with the proposed purchase price of 45.01 yuan / share, the proposed purchase quantity is equal to 4.4 million shares, and the purchase time is 14:53:05:201 on March 14, 2022, one placing object will be eliminated from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform. The total number of shares to be purchased excluded in the above process is 1268.9 million, accounting for about 1.00% of the total number of shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked "high price elimination" in the "attached table: statistical table of investor quotation information" for the specific elimination.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's fundamentals, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risks and other factors, and negotiate to determine the issuance price of 35.68 yuan / share. The offline issuing bank will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 17, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. The issuing price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 35.68 yuan / share. The issuing price of this issuance shall not exceed the median and weighted average of offline investors' quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public offering 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, whichever is lower. According to item (IV) of Article 39 of the rules for the implementation of initial public offering, the relevant subsidiaries of the sponsor need not participate in this strategic placement.
The initial strategic placement amount of this issuance is 17.17 million shares, accounting for 20.00% of this issuance. The strategic placement of this offering is composed of other strategic investors. All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
The types of other strategic investors are large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer, large insurance companies or their subordinate enterprises with long-term investment intention, national large investment funds or their subordinate enterprises. According to the final price, the number of shares placed by other strategic investors is 10369953, accounting for 12.08% of the number of shares issued this time.
The initial number of strategic allotments issued in this offering was 17.17 million shares, accounting for 20.00% of this offering. The final strategic placement number of this issuance is 10369953 shares, accounting for 12.08% of this issuance. The difference between the initial strategic placement and the final strategic placement of 6800047 shares will be transferred back to offline issuance.
This issuance is finally carried out by a combination of directional placement to strategic investors, offline inquiry placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as "online issuance"). 4. Arrangement of restricted sale period: the shares issued online this time have no circulation restrictions and restricted sale period arrangement, and can be circulated from the date when the shares issued to the public are listed on the gem of 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.
In terms of strategic placement, the restricted period of shares allocated to other strategic investors is 12 months, which shall be calculated from the date of listing of the shares in this public offering on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
5. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
6. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to further start the callback mechanism and adjust the scale of offline and online issuance on March 17, 2022 (t day). The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.
7. Offline investors shall, in accordance with the announcement on offline preliminary placement results of initial public offering of shares by wankai new materials Co., Ltd. and listing on the gem (hereinafter referred to as the announcement on offline preliminary placement results), timely and fully pay the subscription funds for new shares according to the finally determined issuance price and allocated quantity before 16:00 on March 21 (T + 2) 2022, The subscription funds should arrive before February 21, 2023 (T + 16).
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of wankai new materials Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient new share subscription funds on March 21 (T + 2) 2022, The insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. 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 their subscription shall be underwritten by the sponsor (lead underwriter).
8. Offline investors shall strictly comply with the industry regulatory requirements of China Securities Association, reasonably determine the subscription amount, and the subscription amount filled in for the placing object in the inquiry and subscription links shall not exceed the total assets or capital scale of the placing object. If the offline investor who provides effective quotation fails to participate in the subscription or the offline investor who obtains the preliminary placement fails 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. The number of violations of placing objects in the stock markets of Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange shall be calculated together. During the period of being included in the restricted list, the relevant placing objects shall not participate in the offline inquiry and placement of relevant projects in all sectors of the stock market of Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange. 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.
9. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
10. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Carefully read the special announcement on investment risks of wankai new materials Co., Ltd. in initial public offering and listing on GEM (hereinafter referred to as "special announcement on investment risks") published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on March 16, 2022 (t-1), and fully understand the market risks, Prudently participate in this IPO.
Valuation and investment risk tips
1. The issue price is 35.68 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is "chemical raw materials and chemical products manufacturing industry" (C26). As of March 14, 2022 (T-3), the average static P / E ratio of chemical raw materials and chemical products manufacturing industry (C26) released by China Securities Index Co., Ltd. in the latest month was 41.46 times.
The issue price is 35.68 yuan / share, corresponding to the diluted net profit attributable to the shareholders of the parent company of the issuer before and after deducting non recurring profits and losses in 2020, whichever is lower
