Xiamen Jiarong Technology Co., Ltd
Initial public offering and listing on GEM
Announcement of preliminary placement results of offline issuance
Sponsor (lead underwriter): Anxin Securities Co., Ltd
hot tip
The application of Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as the “issuer”) for initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as the “issuance”) has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), and has been approved for registration by the China Securities Regulatory Commission (CSRC license [2022] No. 499).
The issuance is finally carried out 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 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 Anxin Securities Co., Ltd. (hereinafter referred to as the “sponsor (lead underwriter)”) negotiated and determined that the number of shares to be issued this time is 29.13 million shares, and the issue price is 38.39 yuan / share. The issue 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 established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) and the insurance fund quotation median and weighted average in accordance with the measures for the administration of the use of insurance funds, etc., whichever is lower, so the relevant subsidiary of the sponsor, Anxin Securities Investment Co., Ltd. (hereinafter referred to as “Anxin investment”) does not participate in the strategic placement of this offering.
The strategic placement of this offering consists of the special asset management plan established by the issuer’s senior managers and core employees participating in the strategic placement (Anxin asset management Jiarong technical executives participating in the gem strategic placement collective asset management plan, hereinafter referred to as the “asset management plan”) and the military civilian integrated development industry Investment Fund (limited partnership) (hereinafter referred to as the “development fund”). The final strategic placement number of this issuance is 4106538 shares, accounting for about 14.10% of this issuance. The difference between the initial number of strategic placements and the final number of strategic placements was 1719462 million shares, which were transferred back to offline issuance.
After the strategic placement callback and before the online and offline callback mechanism was launched, the initial number of offline shares was 1803246200, accounting for about 72.06% of the number of shares issued this time after deducting the strategic placement; The initial number of shares issued online was 6.991 million, accounting for about 27.94% of the number of shares issued this time after deducting the number of strategic placements. According to the callback mechanism announced in the announcement of Xiamen Jiarong Technology Co., Ltd. initial public offering and listing on the gem, the issuer and the sponsor (lead underwriter) decided to start the callback mechanism because the initial effective subscription multiple on the Internet was 838879981 times, higher than 100 times, After deducting the final strategic placement, 20% of the number of new shares issued this time (rounded up to an integral multiple of 500 shares, i.e. 5.05 million shares) will be transferred back to the Internet. After the call back, the final number of shares issued offline is 1302746200, accounting for 52.06% of the number of shares issued this time after deducting the final strategic placement, accounting for 44.72% of the total number of shares issued this time; The final number of shares issued online was 11.996 million, accounting for about 47.94% of the number of shares issued this time after deducting the final strategic placement, accounting for about 41.18% of the total number of shares issued this time. After the call back, the winning rate of this online pricing issuance is Ningbo Huaxiang Electronic Co.Ltd(002048) 983%, and the effective subscription multiple is 488880456 times.
Investors are kindly requested to focus on the issuance process, payment and other links of this issuance, and timely fulfill their payment obligations on April 14, 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 issue price and the initial allocation amount before 16:00 on April 14 (T + 2) 2022.
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.
The shares that offline 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.
90% of the shares of the stock allotted to the stock exchange can be circulated indefinitely from the date of issuance of the shares on the 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 lock-in period arrangement for the placement object under their management. Once the quotation is made, it is deemed to accept the offline lock-in period arrangement disclosed in this announcement.
In terms of strategic placement, the restricted period of shares allocated to the asset management plan is 12 months; The restricted period for the shares allocated to the development fund is 12 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed 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. In addition, the development fund promises that within one year after the end of the sales restriction period, the total number of shares it reduces will not exceed 30% of the number allocated this time.
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 after deducting the final strategic placement, 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 in each sector of the stock market of the placing object Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange shall be calculated together. During the period of being included in the restricted list, the placing object 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.
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、 Final result of strategic placement
(I) participants
The issuing price of this offering does not exceed the lower of the median and weighted average of the offline investors’ quotation after excluding the highest quotation and the median and weighted average of the quotation of public funds, pensions, social security funds, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, Anxin investment will not participate in the strategic placement of this offering. According to the final issue price, the final strategic placement shares of the asset management plan are 1501693 shares, accounting for about 5.16% of the number of shares issued this time; The final number of strategic placement shares of the development fund was 2604845 shares, accounting for about 8.94% of the number of shares issued this time.
To sum up, the strategic placement of this issuance is composed of asset management plan and development fund. The final number of strategic placement is 4106538 shares, accounting for about 14.10% of this issuance. The difference between the initial number of strategic placements and the final number of strategic placements was 1719462 million shares, which were transferred back to offline issuance.
As of the date of this announcement, the above strategic investors have signed a placement agreement with the issuer. For details about the verification of this strategic investor, please refer to the special verification report of Anxin Securities Co., Ltd. on Xiamen Jiarong Technology Co., Ltd. on the initial public offering of shares and listing on the gem announced on April 11, 2022 (t-1) and Beijing Jiarun law firm’s legal opinion on the special verification of strategic investors of Xiamen Jiarong Technology Co., Ltd. in its initial public offering and listing on the gem.
(II) matching results
On April 8, 2022 (T-2), the issuer and the recommendation institution (lead underwriter) negotiated and determined the issue price of 38.39 yuan / share according to the preliminary inquiry results, and the total amount of funds raised is expected to be 111830070 yuan. As of April 6, 2022 (T-4), strategic investors have paid their subscription funds in full and on time. According to the relevant agreements in the strategic placement agreement signed by the issuer, the sponsor (lead underwriter) and the strategic investors, the strategic placement results of this issuance are determined as follows:
Serial number name of strategic investor number of allocated shares (10000 shares) amount allocated (yuan) sales restriction period (month)
12 (within the base year of military civilian integrated development industry investment after the end of the sales restriction period, the total amount of stock 1 gold (limited partnership) reduced by it is 2604845999999955, which does not exceed 30% of the amount allocated this time)
Senior technical officer of Anxin asset management Jiarong
2. Set capital for strategic placement with gem 15016935764999427 12
Production management plan
Total 41065381576499382-
2、 Offline issuance and subscription and preliminary placement results
(I) offline issuance and subscription
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21), the practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483), code for underwriting of initial public offerings under the registration system (zsxf [2021] No. 213), detailed rules for the administration of offline investors in initial public offerings (zsxf [2018] No. 142) The sponsor (lead underwriter) has verified and confirmed the qualification of investors participating in offline subscription under the relevant provisions of the rules for the administration of offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212). 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 April 12, 2022 (t day). After verification and confirmation, 5169 valid offer placement objects managed by 230 offline investors participated in offline subscription in accordance with the requirements of the issuance announcement. The number of effective subscription was 318399 million shares, 195181 times of the initial offline issuance of 16.313 million shares and 244406 times of the offline issuance of 13027462 million shares after call back.
(II) preliminary offline placement results
According to the offline placement principles and calculation methods published in the announcement on initial public offering and listing on the gem of Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), the issuer and the sponsor (lead underwriter) made a preliminary placement of offline issued shares, and the placement results are as follows:
The effective subscription amount of this offline issuance is 318399 million shares. According to the offline placement principle stipulated in the preliminary inquiry and promotion announcement, the subscription and preliminary allocation information of various investors are as follows:
Account for effective offline issuance
Effective subscription quantity of investor category: ratio of initial placement ratio (10000 shares) to total placement quantity (shares)
example
Class a investors (public)
Raised products, social security base
Gold, pension and enterprise 143192044.97% 922480470.81% 006442262% occupational pension fund
And insurance funds)
Class B investors (combined)
Georgia overseas institutions invest 25460 (0.80% 1302571.00% 005116143% capital of investors)
Class C investors 172661054.23% 367240128.19% Zhejiang Yinlun Machinery Co.Ltd(002126) 943%
Total 3183990100.00% 13027462100.00%-
Note:
