Anhui Tongguan copper foil Group Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (co lead underwriter): Guotai Junan Securities Co.Ltd(601211)
Co lead underwriter: Ping An Securities Co., Ltd
hot tip
Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as “Tongguan copper foil”, “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”) and the measures for the Administration of stock registration of initial public offerings on GEM (Trial) (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”), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “business implementation rules”) 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”), 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”) 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 (zsxf [2021] No. 212, hereinafter referred to as the “rules for the administration of offline investors under the registration system”) and the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) Relevant provisions on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering and listing on GEM.
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 “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 read this announcement carefully. For details of preliminary inquiry and offline subscription, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) The published 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, disposal of share abandonment, etc. the specific contents are as follows:
1. The issuance adopts 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-Shares or market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement, preliminary inquiry and online and offline issuance of this offering are organized and implemented by the sponsor (joint lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor (joint lead underwriter)”, “joint lead underwriter” or ” Guotai Junan Securities Co.Ltd(601211) “) and the joint lead underwriter Ping An Securities Co., Ltd. (hereinafter referred to as “joint lead underwriter” or “Ping An Securities”). The preliminary inquiry and offline issuance are conducted through the offline issuance electronic platform（ https://eipo.szse.cn. ）And the registration and settlement platform of China Clearing Shenzhen Branch, and online issuance is implemented through the trading system of Shenzhen Stock Exchange. Online investors are requested to carefully read this announcement and the implementation rules for online issuance published by Shenzhen Stock Exchange.
For the strategic placement of this issue, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement and the follow-up investment of the relevant subsidiaries of the sponsor (for example, the issue price exceeds the median and weighted average of the offline investor’s quotation after excluding the highest quotation and the securities investment fund established by 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”) 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 and other provisions are composed of the median quotation and weighted average (whichever is lower), and strategic placement to other external investors is not arranged. The issuer and the co lead underwriters will publish the announcement on the initial public offering of Anhui Tongguan copper foil Group Co., Ltd. and its listing on the gem (hereinafter referred to as the “issuance announcement”) Disclosed to the special asset management plan established by the issuer’s senior management and core employees participating in the strategic placement and the total amount of shares placed by the relevant subsidiaries of the sponsor, the number of subscriptions, the proportion in the number of shares issued this time and the holding period.
2. The issuer and the co lead underwriters will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding inquiry will not be conducted.
3. Offline issuance objects: the offline issuance objects of this issuance are professional institutional investors such as securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified overseas institutional investors and qualified private fund managers registered with China Securities Association.
4. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on January 13, 2022 (T-3). Within the above time, qualified offline investors can fill in and submit the subscription price and the proposed subscription quantity through the offline issuance electronic platform.
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 have not submitted the pricing basis and suggested price or price range before the inquiry shall not participate in this inquiry.
5. Multiple quotations of the same Investor: This preliminary inquiry is conducted by reporting the declared price and declared quantity at the same time. Offline investors 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 full. If the quotation needs to be adjusted for special reasons, the specific reasons shall be filled in on the offline distribution electronic platform. In case of multiple submissions, all quotation records submitted last time shall prevail.
The minimum change unit of the declared price of offline investors is 0.01 yuan. In the preliminary inquiry stage, the minimum number of offline placement objects to be purchased is set as 2 million shares, and the minimum change unit of the number of offline placement objects to be purchased is set as 100000 shares, that is, the part where the number of offline placement objects designated by offline investors to be purchased exceeds 2 million shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 75 million shares.
The maximum number of shares subscribed by each placing object is 75 million shares, accounting for 53.22% of the initial offline issuance.
Offline investors and their managed placing objects shall strictly comply with the industrial regulatory requirements, strengthen risk control and compliance management, carefully and reasonably determine the purchase price and quantity, and shall not purchase beyond their asset scale or capital scale. When participating in the preliminary inquiry, please pay special attention to whether the subscription amount corresponding to the declared price and the subscription quantity exceeds the asset scale or capital scale on January 6, 2022 (T-8) provided to the joint lead underwriters and reported on the offline issuance electronic platform. 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 certification materials submitted to the joint lead underwriters, the subscription of the placing object is invalid.
Investors participating in the offline inquiry of Copper Crown copper foil shall pass the asset proof materials through the offline investor reporting system of Guotai Junan Securities Co.Ltd(601211) securities IPO (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” reporting system “) before 12:00 noon on January 12, 2022 (T-4) (website: https://ipoinvestor.gtja.com. ）Submit. 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 issuance prohibited by laws, regulations and normative documents, the issuer and the co lead underwriters will refuse to participate in the offline issuance, treat its quotation as an invalid quotation or refuse 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, 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 display “the preliminary inquiry of Copper Crown and copper foil has been started (to be started)” on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. of the day of preliminary inquiry, through the offline issuance electronic platform（ 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: offline investors must truthfully submit the proof materials of asset scale or capital scale, and strictly abide by the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placing object submitted to the joint lead underwriters and the corresponding asset scale or capital scale in the detailed list of asset scale of the placing object, Ensure that the amount of asset scale filled in the detailed statement of asset scale of placing object is consistent with the amount in the asset scale certification materials submitted. The data of asset scale or capital scale shall be subject to the fifth working day before the preliminary inquiry date (January 6, 2022, T-8).
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale supporting materials uploaded in the Guotai Junan Securities Co.Ltd(601211) filing system and the corresponding asset scale or capital scale in the detailed list of asset scale of placement object filled in are consistent with the data submitted on the offline issuance electronic platform; In case of inconsistency, the consequences shall be borne by offline investors.
Scale requires offline investors to operate according to the following requirements:
During the preliminary inquiry period, investors must issue an electronic platform offline of Shenzhen Stock Exchange before quotation（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of January 6, 2022 (T-8). The asset scale or capital scale filled in by the investor 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, 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 joint lead underwriters.
6. Provisions on offline exclusion ratio: after the preliminary inquiry, the issuer and the joint lead underwriters shall quote the placing objects to which all qualified offline investors belong from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of the placing objects at the same subscription price For the same purchase price and the same proposed purchase quantity, it shall be sorted from late to early according to the declaration time (the declaration time shall be subject to the records of the offline issuance electronic platform), the same proposed purchase price and the same proposed purchase quantity according to the order of placing objects automatically generated by the offline issuance electronic platform from back to front at the same subscription time, and the quotation of the placing objects with the highest quotation shall be excluded, The excluded proposed subscription amount shall not be less than 1% of the total proposed subscription amount of qualified offline investors. When the lowest price of the highest declared price to be excluded is the same as the determined issue price, the subscription at this price will not be excluded, and the placing object of the excluded part shall not participate in offline subscription.
After excluding the highest part of the quotation, the issuer and the joint lead underwriters shall carefully and reasonably determine the issuance price, final issuance quantity, effective quotation investors and effective proposed subscription quantity by comprehensively considering the remaining quotation and proposed subscription quantity, the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risk. 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 the issue price exceeds 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, Or the P / E ratio corresponding to the pricing of this offering is higher than the average p / E ratio of the secondary market of comparable listed companies in the same industry (the static average p / E ratio of the same industry in the latest month published by China Securities Index Co., Ltd.), The issuer and the co lead underwriters will issue the special announcement on the investment risk of Anhui Tongguan copper foil Group Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) before online subscription, detailing the rationality of pricing and reminding investors to pay attention to investment risks.
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, 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 Shanghai Jinmao Kaide 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 transfer, information disclosure and other relevant situations.
7. Restriction period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restriction 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, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline subscription, they do not need to fill in the restricted sales period for the placing objects under their management
