Zhejiang Liansheng Chemical Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Sinolink Securities Co.Ltd(600109)
hot tip
Zhejiang Liansheng Chemical Co., Ltd. (hereinafter referred to as “Liansheng chemical”, “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 measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as “the CSRC”) Measures for the administration of the registration of initial public offerings on the 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”), Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) promulgated the detailed rules for the implementation of IPO and underwriting business of Shenzhen Stock Exchange gem (SZS [2021] No. 919) (hereinafter referred to as “the detailed rules”), the detailed rules for the implementation of online IPO of Shenzhen stock market (SZS [2018] No. 279) (hereinafter referred to as “the detailed rules for the implementation of online IPO”) The detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (SZS [2020] No. 483) (hereinafter referred to as the “detailed rules for the implementation of offline issuance”), the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213), the rules for the administration of offline investors of initial public offerings under the registration system (zxsf [2021] No. 212) issued by the China Securities Association Relevant provisions such as the detailed rules for the placement of initial public offering shares (zxsf [2018] No. 142), as well as the relevant provisions of the Shenzhen Stock Exchange, such as the stock issuance and listing rules and the latest operation guidelines, organize the implementation of the initial public offering of shares and listing on the gem.
The initial inquiry and offline issuance of this offering are carried out through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “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”). Offline investors are requested to carefully read this announcement. For details of preliminary inquiry and offline issuance, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) The relevant provisions of the published detailed rules for the implementation of offline issuance.
The online issuance of this issuance is carried out through the trading system of Shenzhen Stock Exchange by applying for purchase according to market value and pricing the issuance to public investors. Online investors are requested to carefully read this announcement and the detailed rules for the implementation of online issuance. Investors are kindly requested to focus on the issuance process, call back mechanism, online and offline subscription and payment, suspension of issuance, disposal of share abandonment, etc. the specific contents are as follows:
1. The offline issuance and Subscription Date and online subscription date are the same as April 1, 2022 (t day), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00. Investors do not need to pay subscription funds when making online and offline subscription on April 1, 2022 (t day).
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors must register and submit verification materials before 12:00 on March 25, 2022 (T-5) in accordance with relevant requirements. When registering and submitting verification materials, please log in to Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor (lead underwriter)”) offline investor reporting system (offline investors need to go through Sinolink Securities Co.Ltd(600109) official website)（ http://www.gjzq.com.cn./ ）Home page – Business Center – Investment Bank – IPO information disclosure enters the offline investor reporting system or directly accesses the following website to enter the reporting system: https://ipo.gjzq.com.cn./indexTZZBBController/toIndex , the operation guide can be downloaded in the upper right corner of the page. If you have any questions, please call 021 Guangdong Huate Gas Co.Ltd(688268) 09, 02168826123).
3. This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”) (if any), offline inquiry placement to qualified offline 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”).
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”), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) and insurance funds (hereinafter referred to as “insurance funds”) in accordance with the measures for the administration of the use of insurance funds, whichever is lower, The relevant subsidiaries of the recommendation institution will participate in the strategic placement of this offering in accordance with relevant regulations. The issuer and the recommendation institution (lead underwriter) will disclose the total amount of shares placed, the number of subscriptions and Information such as the proportion in the number of shares issued this time and the holding period.
4. 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.
5. The objects of the securities investment company, the Fund Management Association and other qualified financial institutions that meet the conditions of the securities issuer and the private placement fund management association of China.
6. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on March 28, 2022 (T-4). 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 of Shenzhen Stock Exchange.
Before this preliminary inquiry, offline investors shall submit the pricing basis and the suggested price or price range given in the internal research report through the offline issuance electronic platform of Shenzhen Stock Exchange. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in this inquiry.
Investors participating in the offline inquiry of gem can fill in different quotations for multiple placing 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 quotation decision-making procedure shall be performed again, and the logical calculation basis of the reason for price change and the range of price change shall be filled in on the offline issuance electronic platform of Shenzhen Stock Exchange, as well as whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and the relevant materials shall be archived for future reference.
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 investors’ designated placement objects to be purchased exceeds 1 million shares must be an integral multiple of 100000 shares, and the number of each placement object to be purchased shall not exceed 9 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 9 million shares, accounting for about 50.13% of the initial offline issuance. Offline investors and their managed placing objects shall strictly comply with the regulatory requirements of the industry, strengthen risk control and compliance management, and carefully and reasonably determine the purchase price and quantity. 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 21, 2022 (T-9) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. 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 offline inquiry of Liansheng chemical should pass the asset certification materials through the offline investor reporting system of Guojin securities (website: https://ipo.gjzq.com.cn./indexTZZBBController/toIndex ）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, and disclose it 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 “Liansheng chemical’s 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 note 2: 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 shall truthfully fill in the asset scale or capital scale as of March 21, 2022 (T-9) in the offline issuance electronic platform of Shenzhen Stock Exchange before quotation. The asset scale or capital scale filled in by investors shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the sponsor (lead underwriter).
Investors shall strictly comply with the regulatory requirements of the industry and reasonably determine the purchase scale, and the purchase amount shall not exceed the corresponding asset scale or capital scale in the asset certification materials submitted to the sponsor (lead underwriter). 7. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) will check the offline investors. The quotation of investors who do not meet the provisions of “III. offline preliminary inquiry arrangement” in this announcement and relevant laws and regulations will be deemed invalid and will be rejected.
After the initial determination of investors, the issuer and the recommendation institution (lead underwriter) will rank the quotations of all qualified offline investors’ placement objects according to the following principles: from high to low according to the declared price; The order of the proposed purchase price is the same from the large to the small; For the same declared price and the same proposed purchase quantity, it shall be sorted in reverse order according to the submission time; In case of the same declared price, the same number of proposed subscriptions and the same submission time, it shall be arranged from large to small according to the entrustment serial number automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. After ranking, the recommendation institution (lead underwriter) will eliminate the quotation of the placing object with the highest quotation in the total amount of proposed subscription, and the excluded amount of proposed subscription is 1% of the total amount of proposed subscription of all 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. 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) carefully and reasonably determine the price of the issuer, the final issuance quantity, the effective quotation investors and the effective proposed subscription quantity by considering the remaining quotation and the proposed subscription quantity, the industry and market conditions of the issuer, the valuation level of Listed Companies in the same industry, the demand for raised funds and the underwriting risk. 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.
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 jintiancheng 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.
8. Remind investors to pay attention to investment risks: after the preliminary inquiry, if the issuance price determined by the issuer and the recommendation institution (lead underwriter) exceeds the lower of the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation and the median and weighted average of the quotations of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, as disclosed in the issuance announcement, 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 Zhejiang Liansheng Chemical 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, detailing the rationality of pricing and reminding investors to pay attention to investment risks.
9. 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 restriction method, and the offline investors shall promise that the restriction period of 10% (rounded up) of the number of shares allocated to them is from the date of the issuer’s initial public offering and listing
