Jiayuan Technology Co., Ltd
Initial public offering and listing on GEM
Announcement of preliminary placement results of offline issuance
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
The application of Jiayuan Technology Co., Ltd. (hereinafter referred to as “Jiayuan technology” or “the issuer”) for initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and listing on the gem has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2021] No. 3309).
This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”), offline inquiry placement to qualified investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
The issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor (lead underwriter)”) negotiated and determined that the number of shares to be issued this time is 23073300 shares, and the issue price is RMB 46.80/share. The issuing price of this offering exceeds the median and weighted average of offline investors’ quotation after excluding the highest quotation, as well as the securities investment fund, national social security fund, basic old-age insurance fund established through public offering after excluding the highest quotation The enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund quotation median and weighted average in accordance with the measures for the administration of the use of insurance funds are 45.5531 yuan / share, with an excess range of about 2.74%. According to the detailed rules for the implementation of securities issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (revised in 2021), the relevant subsidiaries of the sponsor shall participate in this strategic placement. The related subsidiary of the sponsor is Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”). The initial number of strategic placement shares issued in this issuance is 3460995, accounting for 15.00% of this issuance. Among them, the issuer’s senior managers and core employees participated in the initial strategic placement of 2307330 shares in the special asset management plan established by the strategic placement (hereinafter referred to as “Jiayuan science and technology war asset allocation management plan”), accounting for 10.00% of the number of shares issued this time; The initial strategic placement of relevant subsidiaries of the sponsor was 1153665 shares, accounting for 5.00% of the issuance. The subscription funds promised by the strategic placement investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
The strategic placement of this issuance is finally composed of Jiayuan science and technology war allocation management plan and follow-up investment of relevant subsidiaries of the sponsor. According to the issuance price of 46.80 yuan / share determined through negotiation between the issuer and the recommendation institution (lead underwriter), the scale of this issuance is 1079830400 yuan. According to the implementation rules, “if the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment proportion is 4%, but not more than 60 million yuan”. The final number of strategic placement shares of CSI investment is 922932 shares, accounting for 4.00% of the number of shares issued this time. The final number of strategic placement shares of Jiayuan science and technology war asset allocation management plan is 1260683 shares, accounting for about 5.46% of the number of shares issued this time. The final number of strategic placements in this offering is 2183615 shares, accounting for about 9.46% of this offering. The difference between the initial strategic placement and the final strategic placement was 1277380 shares, which were transferred back to offline issuance.
After the callback of strategic placement and before the launch of online and offline callback mechanism, the initial number of offline issuance is 15006185 shares, accounting for about 71.84% of the number issued after deducting the final number of strategic placement; The initial number of shares issued online was 5883500, accounting for about 28.16% of the number issued after deducting the final strategic placement. The total number of final offline and online issuance is 20889685 shares. The final number of online and offline issuance will be determined according to the online and offline callback.
According to the callback mechanism announced in the announcement of Jiayuan Technology Co., Ltd. initial public offering and listing on the gem, the issuer and the sponsor (lead underwriter) decided to start the callback mechanism because the initial effective online subscription multiple was 10820.78457 times, higher than 100 times, After deducting the final strategic placement amount from this offering, 20% of the number of shares in this public offering (rounded up to an integral multiple of 500 shares, i.e. 4178000 shares) will be transferred back online from offline. After the callback mechanism was launched, the final number of offline shares issued was 10828185, accounting for about 51.84% of the number issued after deducting the final strategic placement; The final number of shares issued online is 10061500, accounting for about 48.16% of the number issued after deducting the final strategic placement. After the call back, the winning rate of this online offering was 0.0158040437%, and the subscription multiple was 6327.49451 times.
Please pay attention to the payment link of this offering and fulfill the payment obligation in time on January 7, 2022 (T + 2). The details are as follows:
1. Offline investors shall make initial public offering of shares and start a business in accordance with the regulations of Jiayuan Technology Co., Ltd
Announcement on the preliminary placement results of offline issuance on the board, and timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on January 7 (T + 2) 2022.
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 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, 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.
The shares that offline investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
2. Among the shares issued this time, the shares issued online have no circulation restrictions and restricted sales period arrangements, and can be circulated from the date of listing of the shares 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, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline subscription, they do not need to fill in the arrangement of the sales restriction period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online sales restriction period disclosed in this announcement.
In terms of strategic placement, the restricted period of shares allocated to Jiayuan science and technology war asset management plan is 12 months, and the related subsidiary of the sponsor is Citic Securities Company Limited(600030) Investment Co., Ltd., and the restricted period of shares allocated is 24 months. The restricted sale period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange. After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
3. When the total number of shares subscribed by offline and online investors is less than 70% of the number of shares issued 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.
4. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement 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. The number of violations of placing objects in various sectors of the stock market of Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Shenzhen Stock Exchange shall be calculated together. During the period of being included in the restricted list, the placing object shall not participate in the offline inquiry and placement of relevant projects in all sectors of the stock market of Beijing stock exchange, Shanghai Stock Exchange and Shenzhen Stock Exchange.
5. Once this announcement is published, it shall be deemed to have served the notice of allocated payment to the offline investors who have participated in the offline subscription. 1、 Final result of strategic placement
The offering 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, pensions, social security funds, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, relevant subsidiaries of the sponsor shall participate in the follow-up investment. According to the issuance price of 46.80 yuan / share determined through negotiation between the issuer and the recommendation institution (lead underwriter), the scale of this issuance is 1079830400 yuan. According to the detailed rules for the implementation of securities issuance and underwriting business of gem initial public offering of Shenzhen Stock Exchange (revised in 2021), “if the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment proportion is 4%, but not more than 60 million yuan”. The final strategic placement number of CSI investment in the relevant subsidiary of the sponsor is 922932 shares, Accounting for 4.00% of the number of shares issued this time. The strategic placement of this offering consists of Jiayuan technology war asset allocation management plan and follow-up investment of relevant subsidiaries of the sponsor. As of December 29, 2021 (T-4), strategic investors have paid their subscription funds in full and on time. According to the relevant agreements in the strategic placement agreement signed by the issuer and strategic investors, the strategic placement results of this issuance are determined as follows:
Investor’s abbreviation: number of allocated shares (shares) allocated amount (yuan) sales restriction period
Jiayuan science and technology war allocation management plan 1260683589964.4012 months
CSI investment 92293243193217.6024 months
Total 218361512193182.00-
Note: the restricted period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange.
The sponsor (lead underwriter) will return the excess payment according to the original payment path of the strategic investor before January 11, 2022 (T + 4). 2、 Offline issuance and subscription and preliminary placement results
(i) Offline issuance and subscription
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21), the implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock exchange (revised in 2021) (SZS [2021] No. 919) In accordance with the requirements of the detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (SZS [2020] No. 483), the detailed rules for the administration of offline investors in initial public offerings (zsxf [2018] No. 142) and the rules for the administration of offline investors in initial public offerings under the registration system (zsxf [2021] No. 212), The sponsor (lead underwriter) verified and confirmed the qualification of investors participating in offline subscription. According to the effective subscription results finally received by the offline issuance electronic platform of Shenzhen Stock Exchange, the sponsor (lead underwriter) makes the following statistics:
The offline subscription of this offering has been completed on January 5, 2022 (t day). After verification, it is confirmed that the 5326 effective quotation placement objects managed by 224 offline investors disclosed in the issuance announcement have all made offline subscription in accordance with the requirements of the issuance announcement, and the effective subscription quantity is 32583.4 million shares.
（2） Preliminary offline placement results
According to the offline placement principles and calculation methods published in the announcement on initial public offering and listing on gem of Jiayuan Technology Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), the issuer and the sponsor (lead underwriter) have made a preliminary placement of offline issued shares, The effective subscription and preliminary placement of various offline investors are shown in the table below:
Effective subscription shares account for offline issuance of initial placement shares
Number of investor categories (10000 shares) proportion of total number of effective subscription (shares) placement proportion
Quantity proportion
Class a investors 202902062.27% 758277270.03% 0.03737160%
Class B investors 116600.36% 435620.40% 0.03736021%
Class C investors 121766037.37% 320185129.57% 0.02629512%
Total 3258340100.00% 10828185100.00% 0.03323221%
The above placement results comply with the offline placement principles published in the preliminary inquiry and promotion announcement, of which 12 zero shares are placed to Taikang Endowment Insurance Co., Ltd. – dividend insurance investment account managed by Taikang Endowment Insurance Co., Ltd. in accordance with the offline placement principles published in the preliminary inquiry and promotion announcement. See “attached table: preliminary placement details of offline investors” for the allocation of each placement object.
3、 Sponsor (principal)
