Suzhou ousheng Electric Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (co lead underwriter): Zhongtai Securities Co.Ltd(600918)
Co lead underwriter: Minsheng Securities Co., Ltd
hot tip
Suzhou ousheng Electric Co., Ltd. (hereinafter referred to as “ousheng 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 “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 (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 detailed rules for the implementation of the issuance and underwriting business of initial public offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as “detailed rules for the implementation”) Detailed rules for the implementation of offline issuance of initial public offering in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”), detailed rules for the implementation of online issuance of initial public offering in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”) The measures for the implementation of the appropriateness management of investors on the gem of Shenzhen Stock Exchange (revised in 2020), the proposal of the gem stock issuance Regulation Committee on promoting the game equilibrium of new shares and ensuring the smooth and orderly issuance, the underwriting specifications for initial public offerings under the registration system issued by the China Securities Association (zxsf [2021] No. 213) 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 “rules for the administration of offline investors”) Laws, regulations and self-discipline rules such as the detailed rules for placement of initial public offering shares (Zhong Zheng Xie Fa [2018] No. 142), as well as the relevant provisions of Shenzhen Stock Exchange on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering shares and listing on GEM.
Zhongtai Securities Co.Ltd(600918) acted as the sponsor (co lead underwriter) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ,” sponsor (lead underwriter) “and” sponsor “), and Minsheng Securities Co., Ltd. (hereinafter referred to as” Minsheng securities “) acted as the co lead underwriter ( Zhongtai Securities Co.Ltd(600918) and Minsheng securities hereinafter collectively referred to as” co lead underwriter “).
The initial inquiry and offline issuance of this offering are implemented 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”). Please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) for details of preliminary inquiry and electronic offline issuance The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to focus on the issuance method, issuance process, callback mechanism, online and offline subscription and payment, suspension of issuance, disposal of share abandonment, etc. the specific contents are as follows:
1. Issuance method: this issuance 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”). The issuer and the co lead underwriters will directly determine the issuance price by making a preliminary inquiry to qualified offline investors, and there will be no cumulative bidding inquiry offline.
This offering does not arrange for 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 subsidiary of the sponsor, Zhongtai venture capital (Shenzhen) Co., Ltd. (hereinafter referred to as “Zhongtai venture capital”) will participate in the strategic placement of this offering in accordance with relevant regulations, The issuer and the co lead underwriters will disclose the total amount of shares allotted to the relevant subsidiaries of the sponsor participating in the placement, the number of subscriptions, the proportion in the number of shares issued this time and the holding period in the announcement on the initial public offering and listing of Suzhou ousheng Electric Co., Ltd. on the gem (hereinafter referred to as the “issuance announcement”).
The strategic placement (if any), preliminary inquiry and offline issuance of this issuance shall be organized by the joint lead underwriters, and the preliminary inquiry and offline issuance shall be implemented through the offline issuance electronic platform of Shenzhen Stock Exchange; Online issuance is implemented through the trading system of Shenzhen Stock Exchange.
2. Pricing method: the issuer and the joint lead underwriters will directly determine the issuance price through preliminary inquiry from qualified offline investors, and there will be no cumulative bidding inquiry offline.
3. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on April 6, 2022 (T-3). 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 recommended 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.
4. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
5. Multi file quotation of the same Investor: This preliminary inquiry is conducted by reporting the proposed purchase price and the proposed purchase quantity at the same time. The offline investor quotation shall include the price per share and the proposed purchase quantity corresponding to the price. Offline investors participating in the inquiry 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 number of units to be purchased by investors in the initial placement stage shall not exceed 100000 yuan, that is, the minimum number of units to be purchased by investors in the initial placement stage shall be set as 100000 yuan, which is the minimum number of units to be purchased by investors in the initial placement stage.
The maximum number of shares subscribed by each placing object in this offline issuance is 15 million shares, accounting for about 49.41% 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 prudently and reasonably determine the price and quantity to be purchased. When participating in the preliminary inquiry, please pay special attention to whether the proposed subscription amount corresponding to the declared price and the proposed subscription quantity exceeds the asset scale or capital scale of March 28, 2022 (T-8) provided to the joint lead underwriters and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. If the joint lead underwriters find that the placing object does not comply with the industrial regulatory requirements and exceeds the corresponding asset scale or capital scale in the asset scale summary of the placing object submitted to the joint lead underwriters, the joint lead underwriters have the right to determine that the subscription of the placing object is invalid. 6. Requirements for offline investors to participate in the verification of asset scale of inquiry: all investors participating in this offline inquiry shall pass the asset certification materials through the Zhongtai Securities Co.Ltd(600918) investor platform before 12:00 noon on April 1, 2022 (T-4)（ https://ipo.zts.com.cn./ ）To the co lead underwriters. 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 offering prohibited by laws, regulations, normative documents and this announcement, the issuer and the joint lead underwriter will refuse to participate in the offline offering, treat its quotation as an invalid quotation or refuse to place 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 go through the offline issuance electronic platform after the page of the offline issuance electronic platform of Shenzhen Stock Exchange shows that “the preliminary inquiry of osheng Electric has been started (to be started)” and before 9:30 a.m. on the day of the preliminary inquiry (April 6, T-3, 2022)（ 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: investors need to truthfully submit proof materials of asset scale or capital scale to the joint lead underwriters. Investors shall strictly comply with the regulatory requirements of the industry and reasonably determine the purchase scale. The purchase amount shall not exceed the asset certification materials submitted to the joint lead underwriters or the corresponding asset scale or capital scale in the summary of asset scale of placement object, and ensure that the total asset data filled in the summary of asset scale of placement object shall be consistent with the amount in the proof of asset scale submitted. Among them, public funds, special fund accounts, asset management plans, private funds and other products shall provide valid certification materials of the total assets of the products (stamped with the official seal of the company or the seal of external certification agency) on the fifth working day before the preliminary inquiry date (March 28, 2022, T-8); The self operated investment account shall provide the explanatory materials of the capital scale of the self operated account issued by the company (the capital scale is up to March 28, 2022, T-8) (stamped with the official seal of the company or the seal of external certification authority). If the proposed subscription amount of the placing object exceeds the asset scale or capital scale in the supporting materials submitted to the joint lead underwriters or the summary of asset scale of the placing object, the joint lead underwriters have the right to reject or eliminate the quotation of the relevant placing object and submit it to the China Securities Association.
Special tip 3: 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 28, 2022 (T-8) 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 joint lead underwriters.
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. Elimination of high price: according to the preliminary inquiry results of eliminating the quotation of unqualified investors, the issuer and the joint lead underwriters offer all qualified placing objects from high to low according to the subscription price, from small to large according to the proposed subscription quantity of placing objects at the same subscription price, from last to first according to the subscription time at the same subscription price For the same purchase price, the same quantity to be purchased, and the same purchase time, the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen stock exchange is from back to front. The quantity of the part with the highest quotation in the total amount to be purchased is excluded, and the excluded part is 1% of the total amount to be purchased by all offline investors after excluding invalid quotation. When the lowest price in the highest declared price to be excluded is the same as the determined issue price, the Declaration on this price will not be excluded. The placing objects excluded shall not participate in offline subscription.
After excluding the highest part of the offer, the issuer and the joint lead underwriters carefully and reasonably determine the issue price, final issue quantity, effective offer investors and effective proposed purchase quantity by considering the remaining offer and the proposed purchase quantity, the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks. The number of effective offline investors determined by the issuer and the joint lead underwriters in accordance with the above principles shall not be less than 10. If there are less than 10, the issuer and the joint lead underwriters will suspend the issuance and make an announcement. After the suspension, the issuer and the joint lead underwriters will choose the opportunity to restart the issuance after filing with the Shenzhen Stock Exchange within the validity period of registration agreed by the CSRC and meeting the regulatory requirements for post meeting matters. Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the joint lead underwriters, which is not excluded as the highest quotation, and meets other conditions determined and announced by the issuer and the joint lead underwriters in advance. Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The co lead underwriters have hired Beijing Junzhi 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 joint lead underwriter exceeds the remaining quotation of offline investors after excluding the highest quotation part disclosed in the issuance announcement
