Special Electric Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter):
hot tip
New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as “Xinte electric”, “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”) of China Securities Regulatory Commission (hereinafter referred to as “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 “Shenzhen Stock Exchange”) “Shenzhen Stock Exchange gem IPO and underwriting business implementation rules” (hereinafter referred to as “implementation rules”) (SZS [2021] No. 919), Shenzhen market IPO online issuance implementation rules (SZS [2018] No. 279) (hereinafter referred to as “online issuance implementation rules”) Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”) The measures for the implementation of the appropriateness management of investors on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the measures for the management of the appropriateness of investors) and the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) (hereinafter referred to as the “underwriting code”) of China Securities Association (hereinafter referred to as the “Securities Association”) According to the relevant provisions of the rules for the administration of offline investors in initial public offering under the registration system (zxsf [2021] No. 212, hereinafter referred to as the “administrative rules”), the detailed rules for the administration of offline investors in initial public offering (zxsf [2018] No. 142), the initial public offering of shares is planned to be listed on the gem. This preliminary inquiry and offline subscription 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”). Offline 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 relevant provisions of the published detailed rules for the implementation of offline issuance.
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. 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 non restricted A-share shares or non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter) Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor (lead underwriter)”. The preliminary inquiry and offline distribution are conducted through the offline distribution electronic platform（ https://eipo.szse.cn. ）And the implementation of the registration and settlement platform of China Clearing Shenzhen Branch; Online issuance is conducted through the trading system of Shenzhen Stock Exchange (hereinafter referred to as the “trading system”).
The strategic placement of this offering consists of the special asset management plan of the issuer’s senior managers and core employees and the follow-up investment (contingent) of relevant subsidiaries of the sponsor. If the offering price exceeds the median and weighted average of the offline investors’ quotation 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”) and the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation For 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 Interim Measures for the administration of the use of insurance funds and other relevant provisions, whichever is lower, the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the provisions, See “II. Relevant arrangements of strategic placement” in this announcement for relevant information of strategic placement.
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 issuers: securities companies, fund management companies, trust companies, financial companies, insurance companies, qualified overseas institutional investors, private equity fund managers and other professional institutional investors who meet the conditions and requirements specified in the management rules.
4. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on March 30, 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.
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 specific reasons shall be filled in on the offline distribution electronic platform.
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 15 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 15 million shares, accounting for about 40.71% 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 23, 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 inquiry under Xinte electric network shall pass the asset certification materials through the offline investor management system of Minsheng securities before 12:00 on March 29 (T-5) 2022（ https://emp.mszq.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, 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 “Xinte Electric’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 tip 2: offline investors and their managed placing objects shall strictly comply with the industrial regulatory requirements, truthfully submit the proof materials of asset scale or capital scale to the sponsor (lead underwriter), and ensure that the summary table of asset scale of placing objects filled in by them is consistent with the corresponding asset proof amount in the above-mentioned proof materials, And the subscription amount of the placing object shall not exceed the corresponding asset scale or capital scale in the above supporting materials and the “list of asset scale of the placing object”. If the placing objects are public funds, special fund accounts, asset management plans, private funds and other products, the total assets of the products on the fifth working day before the preliminary inquiry date, that is, March 23, 2022 (T-9); If the placing object is a self operated investment account, the capital scale description of the self operated account issued by the company on the fifth working day before the preliminary inquiry date, i.e. March 23, 2022 (T-9), shall prevail. The above certification materials shall be stamped with the official seal of the company or the official seal of external certification authority.
In order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on GEM, offline investors are required to operate according to the following requirements: before preliminary inquiry, investors must issue electronic platforms offline of Shenzhen Stock Exchange（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of March 23, 2022 (T-9). 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 comply with the regulatory requirements of the industry and reasonably determine the purchase scale. The purchase amount shall not exceed the corresponding asset scale or capital scale in the asset certificate submitted to the sponsor (lead underwriter).
5. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) will check the quotation qualification of offline investors, eliminate the investor quotations that do not meet the requirements of “III. qualification conditions and verification procedures of offline investors” in this announcement, and rank the quotations of qualified placing objects in the order of the proposed purchase price from high to low; If the proposed purchase price is the same, the proposed purchase quantity of the placing object corresponding to the proposed purchase price shall be sorted in the order of the least to the most; If the number of proposed subscription is also the same, it shall be sorted from the bottom to the top according to the subscription time (subject to the time record in the offline issuance electronic platform of Shenzhen Stock Exchange); If the subscription time is the same, the order of placing objects automatically generated by the offline issuance platform of Shenzhen Stock Exchange shall be sorted from back to front, excluding the quotation of the placing objects with the highest quotation. The total amount of proposed subscription excluding the quotation is 1% of the total amount of proposed subscription excluding the invalid quotation. When the lowest price in the highest declared price to be excluded is the same as the determined issue price, the declaration of this price will not be excluded. The placing objects excluded 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 considering the remaining quotation and the proposed subscription quantity, effective subscription multiple, the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risk. According to the principle of no less than 10 effective underwriters and underwriters.
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 Beijing Weiming 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.
6. Delayed issuance arrangement: after the preliminary inquiry, if the issuance price determined by the issuer and the sponsor (lead underwriter) exceeds the median and weighted average of offline investors’ quotation after excluding the highest quotation disclosed in the announcement on initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and listing on GEM (hereinafter referred to as the “issuance announcement”), and the public fund after excluding the highest quotation If the median or weighted average quotation of social security fund, pension fund, enterprise annuity fund and insurance fund is lower, the issuer and the sponsor (lead underwriter) will issue the special announcement on investment risk of initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and listing on GEM (hereinafter referred to as the “special announcement on investment risk”) before subscription.
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.
For offline issuance, for all offline investors who participate in the initial inquiry of this issuance and finally obtain offline placement, the number of shares allocated to the placement object under their management shall be subject to restriction in proportion, and the restriction ratio shall be 10%. If less than 1 share, it shall be rounded up. The sales restriction period is 6 months from the date of the issuer’s 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. Relevant arrangements for strategic placement” in this announcement for the arrangement of the restricted period of strategic placement shares.
8. Market value requirements: Taking March 28, 2022 (T-6) as the base date two trading days before the initial inquiry, the average daily market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market held by gem theme closed-end funds and closed-end strategic placement funds participating in the initial inquiry of this issuance 20 trading days before the base date (including the base date) shall be more than 10 million yuan. Other offline institutional investors participating in the preliminary inquiry of this offering and their
