Suzhou ousheng Electric Co., Ltd
Initial public offering and listing on GEM
Issuance 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) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ,” sponsor (co lead underwriter) “,” sponsor “) serves as the sponsor (co lead underwriter) of this offering, and Minsheng Securities Co., Ltd. (hereinafter referred to as” Minsheng securities “) serves as the co lead underwriter of this offering ( Zhongtai Securities Co.Ltd(600918) and Minsheng securities are hereinafter referred to as” co lead underwriters “).
This offline issuance is 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”). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission on September 18, 2021, and the implementation rules for the issuance and underwriting of initial public offerings on gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (zxsf [2021] No. 212) issued by the China Securities Association invite investors to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
Investors are kindly requested to pay attention to the issuance method, issuance process, callback mechanism, online and offline subscription and payment, disposal of share abandonment, suspension of issuance and other arrangements. The specific contents are as follows:
1. After the preliminary inquiry, the issuer and the joint lead underwriters shall, in accordance with the elimination rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Suzhou ousheng Electric Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results of investors who do not meet the requirements, By consensus, all placing objects with the proposed purchase price higher than 25.22 yuan / share (excluding) will be eliminated; Eliminate all placing objects with the proposed subscription price of 25.22 yuan / share and the proposed subscription quantity of less than 15 million shares (excluding); Among the placing objects with the proposed purchase price of 25.22 yuan / share and the proposed purchase quantity equal to 15 million shares, the placing objects whose purchase time is later than 14:59:29:725 (excluding) on April 6, 2022 are eliminated; Among the placing objects with the proposed subscription price of 25.22 yuan / share and the proposed subscription quantity of 15 million shares and the subscription time of 14:59:29:725 on April 6, 2022, they are arranged from back to front according to the entrustment serial number automatically generated by the offline issuance electronic platform, Remove the placing objects before the name of the placing object managed by “CCB Fund Management Co., Ltd.” is “CCB Xinwen return flexible allocation hybrid securities investment fund” (including). A total of 103 placing objects were excluded in the above process, and the total number of shares to be purchased was 1003.7 million, accounting for 1.0104% of the total number of 993299 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. See the part marked “high price rejection” in the attached table “preliminary inquiry and quotation of placing objects” of this announcement for the specific rejection.
2. According to the preliminary inquiry results, the issuer and the joint lead underwriters, taking into account the issuer’s industry, market conditions, valuation level of comparable listed companies, demand for raised funds, underwriting risk and other factors, negotiated and determined that the issuance price is 21.33 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on April 11, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The offline issuance and Subscription Date and online subscription date are the same as April 11, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. 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.
Relevant subsidiaries of the sponsor need not participate in this strategic placement.
This offering does not arrange the strategic placement to the senior management and core employees of the issuer, asset management plans and other external investors. According to the issuing price, the relevant subsidiaries of the sponsor will not participate in the strategic placement. Finally, this issuance will not be targeted to strategic investors. The difference between the initial strategic placement and the final strategic placement of 2282600 shares will be transferred back to offline issuance.
This issuance is finally carried out by a combination of offline inquiry and 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 in Shenzhen market (hereinafter referred to as “online issuance”).
4. 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 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.
5. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
6. After the completion of online and offline subscription, the issuer and co lead underwriters will decide whether to start the callback mechanism on April 11, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.
7. Offline investors shall, in accordance with the announcement on initial public offering of shares by Suzhou ousheng Electric Co., Ltd. and initial placement results of offline issuance listed on the gem (hereinafter referred to as the announcement on initial placement results of offline issuance), timely and fully pay the subscription funds for new shares according to the final issuance price and initial placement quantity before 16:00 on April 13 (T + 2) 2022. The subscription funds shall be received before 16:00 on April 13, 2022 (T + 2).
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 circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object on the same day 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 winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of initial public offering of shares by Suzhou ousheng Electric Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on the results of online lottery”), so as to ensure that their capital account will eventually have sufficient subscription funds for new shares on April 13 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, 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 abandoned by offline and online investors shall be underwritten by Zhongtai Securities Co.Ltd(600918) alone.
8. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering, the issuer and the joint lead underwriter will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
9. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement fail 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 joint lead underwriters shall report the breach to the China Securities Association for the record. The number of violations of placing objects in the stock markets of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), Shenzhen Stock Exchange and Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”) is 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 various sectors of the stock market of Shanghai Stock Exchange, Shenzhen Stock Exchange and Beijing stock exchange. Offline investors included in the abnormal list shall not participate in the quotation and placement of shares by offline investors.
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.
10. The issuer and co lead underwriters solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on investment risk of initial public offering and listing on gem of Suzhou ousheng Electric Co., Ltd. (hereinafter referred to as “special announcement on investment risk”) published in China Securities Journal, Shanghai Securities News, securities times, securities daily and financial times on April 8, 2022 (t-1), fully understand the market risk and prudently participate in this IPO.
Valuation and investment risk tips
1. The issue price is 21.33 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the issuer is “C38 electrical machinery and equipment manufacturing industry”, and the static average p / E ratio of the industry published by China Securities Index Co., Ltd. in the latest month is 41.32 times (as of April 6, T-3, 2022). Please refer to it when making decisions.
The issuance price is 21.33 yuan / share, corresponding to the audited deduction of non recurring profits and losses of the issuer in 2020
The lower one is the diluted P / E ratio of net profit, which is 32.48 times lower than that of China Securities Index Co., Ltd. in April 2022
The static average p / E ratio of the industry in the latest month released on June 6 (T-3).
As of April 6, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
Static market correspondence of T-3 day shares before and after deduction in 2020
