Zhejiang Jindao Technology Co., Ltd
Initial public offering and listing on GEM
Announcement of preliminary placement results of offline issuance
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
hot tip
The application of Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) for the initial public offering of 25 million RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), And has been registered by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) (zjxk [2022] No. 119).
The issuer and the sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor (lead underwriter)”) negotiated and determined that the number of shares issued this time is 25 million shares.
This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”), offline inquiry placement to qualified offline 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 issue price is 31.20 yuan / share.
The offering price shall not exceed 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”), 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, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
The initial strategic placement quantity of this issuance is 3.75 million shares, accounting for 15.00% of this issuance quantity. According to the final determined price, the final strategic placement quantity of the special asset management plan for senior managers and core employees of the issuer Guotai Junan Securities Co.Ltd(601211) Junxiang gem Jindao technology No. 1 strategic placement collective asset management plan (hereinafter referred to as “Jindao technology No. 1 asset management plan”) is 1793269 shares.
To sum up, the final number of strategic placement shares issued this time is 1793269 shares, accounting for 7.17% of the number issued this time. The difference between the initial number of strategic placement shares and the final number of strategic placement shares is 1956731 shares, which will be transferred back to offline issuance. After the launch of the strategic placement mechanism, the number of shares issued back to the Internet was 16.833 million, accounting for 17.833% of the total number of shares issued back to the Internet after the initial placement mechanism was launched; The initial number of shares issued online was 6.375 million, accounting for 27.47% of the number issued after deducting the final strategic placement.
According to the callback mechanism announced in the announcement of Zhejiang Jindao Technology 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 921497341 times, higher than 100 times, the issuer and the sponsor (lead underwriter) decided to start the callback mechanism, After deducting the final strategic placement, 20.00% (i.e. 4.6415 million shares) of the number of shares issued in this public offering will be transferred back from offline to online.
After the call back, the final number of offline shares issued was 121902310, accounting for 52.53% of the number issued after deducting the final strategic placement; The final number of shares issued online was 110165 million, accounting for 47.47% of the number issued after deducting the final strategic placement. After the call back, the final winning rate of this online pricing issuance is 00187529400%, and the subscription multiple is 533249721 times.
Please pay attention to the payment link of this offering and fulfill the payment obligation in time on April 6, 2022 (T + 2). The details are as follows:
1. According to this announcement, offline investors shall pay the subscription funds for new shares in full and on time according to the final issuance price and preliminary placement quantity before 16:00 on April 6 (T + 2) 2022. If the same placing object receives multiple new shares on the same day, it is necessary to pay for each new share in full and fill in the remarks in accordance with the specifications. If the placing object has insufficient funds for a single new share, all the new shares allocated to the placing object on that day will be invalid, and the resulting consequences shall be borne by the investors themselves.
After the online investors win the lottery in the subscription of new shares, they shall fulfill the obligation of capital settlement in accordance with the announcement on the results of the initial public offering of shares by Zhejiang Jindao Technology Co., Ltd. and the online lottery on GEM Listing, so as to ensure that their capital account will eventually have sufficient capital for the subscription of new shares on April 6 (T + 2) 2022. The insufficient part shall be deemed to have given up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. 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.
Jindao technology No. 1 asset management plan promises that the holding period of the shares allocated this time is 12 months from the date of the issuer’s initial public offering and listing, and the sales restriction period starts from the date of the listing of the shares issued this time 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, 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 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 gem, sci-tech innovation board, main board and other sectors 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 projects related to gem, science and innovation board, motherboard and other sectors.
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.
5. Once this announcement is published, it shall be deemed to have served the notice of allocated payment to the offline investors participating in the offline subscription. 1、 Strategic placement (I) overall arrangement of this strategic placement
In this offering, the selection of strategic placement investors is comprehensively determined after considering the implementation rules, issuance price, investor qualification and market conditions. The issuance price does not exceed the lower of the “four values”, so the securities margin investment of the relevant subsidiary of the sponsor does not need to participate in this strategic placement.
In this offering, the strategic placement investors are the senior managers and core employees of the issuer, who participate in the special asset management plan established by this strategic placement, and there are no other strategic investors.
(II) results of strategic placement
The initial strategic placement quantity of this issuance is 3.75 million shares, accounting for 15.00% of this issuance quantity. According to the final price, the final strategic placement number of the special asset management plan for the senior management and core employees of the issuer is 1793269 shares.
The offering price 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.
To sum up, the final number of strategic placement shares issued this time is 1793269 shares, accounting for 7.17% of the number issued this time. The difference between the initial number of strategic placement shares and the final number of strategic placement shares is 1956731 shares, which will be transferred back to offline issuance. As of March 28, 2022 (T-3), strategic investors have paid their subscription funds in full and on time. If the initial payment amount exceeds the excess amount corresponding to the final number of allocated shares, the sponsor (lead underwriter) will return it according to the original payment path before April 8, 2022 (T + 4). According to the agreement signed between the issuer and strategic investors, the strategic placement results of this issuance are determined as follows:
Name of strategic investor number of allocated shares (shares) amount allocated (yuan) sales restriction period
Jindao technology No. 1 asset management plan 17932695594999280 12 months
2、 Offline issuance and subscription and preliminary placement results
(I) offline issuance and subscription
In accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “measures”) and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167], hereinafter referred to as the “measures for the administration of registration”) 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”), detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules for the implementation of business”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online issuance”), detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as “detailed rules for the implementation of offline issuance”) Code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142) Relevant provisions such as the rules for the administration of offline investors in initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212, hereinafter referred to as the “rules for the administration of offline investors under the registration system”), as well as the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) on the issuance and Listing Rules of shares and the latest operation guidelines, 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 offline subscription of this offering has been completed on March 31, 2022 (t day). After verification, it is confirmed that the 5960 effective quotation placement objects managed by 263 offline investors disclosed in the issuance announcement have all made offline subscription in accordance with the requirements of the issuance announcement, and the number of offline subscription is 404026 million shares. After verification, six placing objects managed by three offline investors participated in the offline subscription, but were included in the abnormal list in the notice on publishing the abnormal list of the first batch of offline investors in 2022 published by China Securities Association on March 30, 2022. They are not qualified for placing and will not be placed in this offering. To sum up, the number of investors actually participating in the offline preliminary placement is 260, the number of placing objects is 5954, and the number of offline effective subscription is 403719 million shares.
The specific list of those who participate in offline subscription but are not placed due to being included in the abnormal list is as follows:
Name of sequential investor name of placing object during preliminary inquiry actual number of shares to be applied for number of shares to be purchased (10000 shares) (10000 shares)
Beijing Chengquan Capital Management Co., Ltd
1 Limited company – Xinfeng No. 1 private 270
Raised securities investment fund
2 Beijing Chengquan capital management youyulin No. 1 private securities investment 340340
Limited company endowment fund
3 Shanghai Liwei investment management Yiwei Fuxing No. 15 private placement 210
Limited company securities investment fund
4 Shanghai Baoyin private equity fund management Baoyin long and short steady No. 2 private 750
Securities investment fund raised by Li Co., Ltd
5 Shanghai Baoyin private equity fund management Baoyin long and short steady No. 1 private 75
