Wankai New Material Co., Ltd
Initial public offering and listing on GEM
Announcement of offline preliminary placement results
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
hot tip
The application of wankai New Material Co., Ltd. (hereinafter referred to as “wankai new material”, “issuer” or “company”) for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this issuance”) and listing on the gem has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange, and has been approved and registered by the China Securities Regulatory Commission (zjxk [2022] No. 4).
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”).
The issuer and the sponsor (lead underwriter) China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor (lead underwriter)”) negotiated and determined that the number of shares to be issued this time is 85.85 million, and the issue price is 35.68 yuan / share. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”), the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation 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 detailed rules for the implementation of the issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (revised in 2021), the relevant subsidiaries of the sponsor need not participate in this strategic placement.
The initial number of strategic allotments issued in this offering was 17.17 million shares, accounting for 20.00% of this offering. The strategic placement of this offering is composed of other strategic investors. The number of strategic shares issued this time is 1031208%, accounting for 6912% of the total number of strategic shares issued this time. The difference between the initial strategic placement and the final strategic placement of 6800047 shares will be transferred back to offline issuance.
After the callback of strategic placement and before the launch of online and offline callback mechanism, the number of offline issuance was 54876047 shares, accounting for about 72.70% of the number of this issuance after deducting the final number of strategic placement; The initial number of shares issued online is 20604000, accounting for about 27.30% of the number of shares issued this time after deducting the final strategic placement.
According to the callback mechanism announced in the announcement of wankai new materials Co., Ltd. on initial public offering and listing on the gem (hereinafter referred to as the “issuance announcement”), since the initial effective subscription multiple on the Internet is 708349287 times, higher than 100 times, the issuer and the recommendation institution (lead underwriter) decided to start the callback mechanism, After deducting the final strategic placement, 20.00% (rounded up to an integral multiple of 500 shares, i.e. 15096500 shares) of the number of shares in this public offering will be transferred back from offline to online. After the call back, the final number of offline issuance is 39779547 shares, accounting for 52.70% of the total number of this issuance after deducting the final strategic placement; The final number of online issuance is 35700500 shares, accounting for 47.30% of the total amount of this issuance after deducting the final strategic placement. After the call back, the winning rate of this online issuance is Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) 10613%, and the effective subscription multiple is 408813005 times.
Please pay attention to the payment link of this offering and fulfill the payment obligation in time on March 21, 2022 (T + 2). The details are as follows:
1. According to this announcement, offline allocated investors shall timely and fully pay the subscription funds for new shares according to the final issuance price of 35.68 yuan / share and the allocated quantity before 16:00 on March 21 (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-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 online investors win the bid for new shares, they shall fulfill the obligation of capital delivery in accordance with this announcement to ensure that their capital account will have sufficient new share subscription funds on March 21 (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).
2. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed 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.
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.
3. 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 sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
4. 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.
5. Once this announcement is published, it shall be deemed that the payment notice has been served on the offline investors who participate in the offline subscription and obtain the preliminary placement. 1、 Final result of strategic placement
The issuing price of this offering does not exceed 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. Therefore, relevant subsidiaries of the recommendation institution do not need to participate in follow-up investment. The strategic placement of this offering is composed of other strategic investors.
According to the final issue price, the final strategic placement number of this issue is 10369953 shares, accounting for 12.08% of this issue. The difference between the initial strategic placement and the final strategic placement of 6800047 shares will be transferred back to offline issuance.
All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time. According to the relevant agreements in the strategic placement agreement signed by the issuer, the sponsor (lead underwriter) and the strategic investors, the strategic placement results of this issuance are determined as follows:
Serial number name of strategic investor number of allocated shares (shares) amount allocated (yuan) sales restriction period
1 Shanghai Guosheng industry empowerment private investment fund 42040351499996880 12 months
Partnership (limited partnership)
2 Hongsheng Beverage Group Co., Ltd. 2802690999997920 12 months
3 China Insurance Investment Fund (limited partnership) 19618836999998544 12 months
4 Guangzhou industrial control capital management Co., Ltd. 14013454999998960 12 months
Total 1036995336999992304-
Note: the restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange. 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) Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483), code for underwriting of initial public offerings under the registration system (zzxf [2021] No. 213), rules for the administration of offline investors of initial public offerings under the registration system (zzxf [2021] No. 212), and other relevant provisions, The sponsor (lead underwriter) has 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 offering of this subscription network has ended on February 17, 202T. After verification, it is confirmed that among the 7063 effective quotation placement objects managed by 340 offline investors disclosed in the issuance announcement, 20 placement objects managed by 5 offline investors participated in offline subscription, but they belong to the announcement on the restricted list of offline investors of initial public offering of shares (2022) released by China Securities Association on March 16, 2022
Within the scope of the announcement on the restricted list of offline investors in initial public offering (No. 1, 2022) (No. 2, 2022), it does not meet the placing qualification and will not be placed. The specific list is as follows:
Name of investor placing object under order network name of placing object account subscription price number of subscription so-called households (yuan) (10000 shares)
Private placement Certificate No. 2 of Shanghai Lingze investment Lingze robust master fund
1 Management Co., Ltd. securities investment fund 089928599535.68 350
Shenzhen Qianhai Bopu Xinxiang No. 1 Private Securities Investment Co., Ltd
2 asset management limited fund 089925518135.68 190
company
Shenzhen Qianhai Bopu Ritian Yueyi securities investment private placement
3 asset management limited fund 089922415535.681130
company
Shanghai Shenyi investment Shenyi Multi Strategy quantitative arbitrage No. 7
4 Co., Ltd. 089908878235.681400
Shanghai Shenyi investment Huiyi No.4
5 Co., Ltd. 089912317535.68 890
Shanghai Shenyi investment Shenyi Gewu No. 19 securities private investment
6 fund of joint stock limited company 089922674135.68 820
Shanghai Shenyi investment Shenyi Zhiyuan No.1 private securities investment
7. Fund of joint stock limited company 089926176835.68 690
Shanghai Shenyi investment Shenyi bank wenzhiyuan No. 1 private placement securities
8. Investment fund of joint stock limited company 089925981135.68 710
