Hubei Zhongyi Technology Co., Ltd
Initial public offering and listing on GEM
Issuance announcement
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
hot tip
Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "Zhongyi technology", "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") issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC" and "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 the "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 the "detailed rules for the implementation of initial public offering") Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "detailed rules for the implementation of online IPO") and detailed rules for the implementation of offline IPO in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as "detailed rules for the implementation of offline IPO"), The China Securities Association (hereinafter referred to as the "Securities Association") promulgated the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213), the 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 the "rules for the administration of offline investors") Relevant provisions such as the detailed rules for the placement of initial public offering shares (Zhong Zheng Xie Fa [2018] No. 142), as well as relevant provisions such as the Shenzhen Stock Exchange's relevant stock issuance and listing rules and the latest operation guidelines, IPO shares and listing on the gem China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
The initial inquiry and offline subscription of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the "offline issuance electronic platform") and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the "Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). 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 detailed rules for the implementation of offline issuance and other relevant provisions.
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 (Zhong Zheng Xie Fa [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) issued by the China Securities Association invite investors to pay attention to the changes of relevant regulations. The issuance price of 163.56 yuan / share corresponds to the issuer's audited diluted P / E ratio of net profit attributable to the parent before and after deducting non recurring profits and losses in 2020, which is 91.57 times, which is higher than the industry's average static P / E ratio in the latest month released by China Securities Index Co., Ltd. on April 7, 2022 (T-3), with an excess range of 130.65%, which is lower than the average static P / E ratio of comparable companies in the same industry in 2020, There is a risk that the decline of the issuer's share price will bring losses to investors in the future. The issuer and the recommendation institution (lead underwriter) remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
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. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Hubei Zhongyi Technology Co., Ltd. and listing on the gem (hereinafter referred to as the "announcement on preliminary inquiry and promotion"), after excluding the quotation of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 225.00 yuan / share (excluding 225.00 yuan / share) will be eliminated; Eliminate all placing objects with the proposed purchase price of 225.00 yuan / share and the proposed purchase quantity of less than 4.7 million shares (excluding 4.7 million shares); Among the placing objects with the proposed purchase price of 225.00 yuan / share, the proposed purchase quantity is equal to 4.7 million shares, and the purchase time is 13:18:13:385 on April 7, 2022, 29 placing objects will be eliminated from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform. The total number of shares to be purchased excluded in the above process is 216 Shanghai Pudong Development Bank Co.Ltd(600000) , accounting for about 1.02% of the total number of 21232900000 shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked "high price elimination" in the "attached table: statistical table of investor quotation information" for the specific elimination. 2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's fundamentals, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risks and other factors, and negotiate to determine that the price of this issuance is 163.56 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 12, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. 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 determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 163.56 yuan / share. The issuing price of this issuance shall not exceed the median and weighted average of offline investors' quotation after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as "public fund") and the National Social Security Fund (hereinafter referred to as "social security fund") established through public offering after excluding the highest quotation The lower of the median and weighted average of the quoted prices of the basic endowment insurance fund (hereinafter referred to as "pension"), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as "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.
According to item (IV) of Article 39 of the rules for the implementation of initial public offering, the relevant subsidiaries of the sponsor need not participate in this strategic placement.
The initial strategic placement number of this issuance is 3367400 shares, accounting for 20.00% of this issuance. According to the final price, the strategic placement of this issuance is composed of the special asset management plan of the issuer's senior managers and core employees and other strategic investors. All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
The special asset management plan set up by the issuer's senior managers and core employees participating in this strategic placement is the collective asset management plan for the strategic placement of Zhongjin Zhongyi technology No. 1 employee participating in the gem (hereinafter referred to as "Zhongjin Zhongyi technology No. 1 asset management plan"). According to the final determined price, the number of strategic placement shares of Zhongjin Zhongyi technology No. 1 asset management plan is 624602, accounting for about 3.71% of the number of shares issued this time.
The types of other strategic investors are large-scale enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer. According to the final price, the number of shares placed by other strategic investors is 1834188, accounting for about 10.89% of the number of shares issued this time.
The initial number of strategic placement shares issued in this issuance is 3367400, accounting for 20.00% of this issuance. The final strategic placement number of this issuance is 2458790 shares, accounting for about 14.60% of this issuance. The difference between the initial strategic placement and the final strategic placement of 908610 shares will be transferred back to offline issuance.
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"). 4. Arrangement of restricted sale period: the shares issued online this time have no circulation restrictions and restricted sale period arrangement, and can be circulated from the date when the shares issued to the public are listed on the gem of 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 senior managers and core employees of the issuer participate in the special asset management plan established by this strategic placement, and the restricted period of shares allocated to other strategic investors is 12 months. The restricted period of shares allocated to other strategic investors is 12 months. The restricted period starts from the date of listing of the shares issued to the public 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.
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 the sponsor (lead underwriter) will decide whether to further start the callback mechanism and adjust the scale of offline and online issuance on April 12, 2022 (t day). 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 offline preliminary placement results of initial public offering of shares by Hubei Zhongyi Technology Co., Ltd. and listing on the gem (hereinafter referred to as the announcement on offline preliminary placement results), pay the subscription funds for new shares in full and on time according to the final issue price and allocated quantity before 16:00 on April 14 (T + 2) 2022, The subscription funds shall be received before 16:00 on April 14, 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-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 winning the lot in the subscription of new shares, online investors shall, in accordance with the announcement on the results of online lottery for initial public offering of shares by Hubei Zhongyi Technology Co., Ltd. and listing on the gem (hereinafter referred to as "online lottery"
The "announcement") shall fulfill the obligation of capital settlement and ensure that its capital account will have sufficient new share subscription funds on April 14 (T + 2) 2022. The insufficient part shall be deemed as abandoning 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 their subscription shall be underwritten by the sponsor (lead underwriter).
8. Offline investors shall strictly comply with the industry regulatory requirements of China Securities Association, reasonably determine the subscription amount, and the subscription amount filled in for the placing object in the inquiry and subscription links shall not exceed the total assets or capital scale of the placing object. 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 times the shares of the objects of illegal sale on the stock exchange and Shenzhen Stock Exchange are merged and allocated on the stock exchange. 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.
9. After disclosing the reasons for the suspension of the total number of shares issued by the online sponsor and the underwriter (after deducting 70% of the reasons for the suspension of the online placement of shares by the online sponsor and the underwriter), the number of shares issued by the online sponsor and the underwriter will be suspended.
10. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Carefully read the special announcement on investment risk of initial public offering and listing on gem of Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "special announcement on investment risk") published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily on April 11, 2022 (t-1), fully understand the market risk and prudently participate in this new share offering.
