Chongqing wangbian electric (Group) Co., Ltd
IPO announcement
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Chongqing wangbian electric (Group) Co., Ltd. (hereinafter referred to as “wangbian electric” or the “issuer”) in accordance with the opinions on further promoting the reform of the new share issuance system (CSRC public notice [2013] No. 42), the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Measures for the administration of initial public offering and listing (CSRC order [No. 173]), Interim Provisions on public offering of shares by shareholders of companies during initial public offering (CSRC announcement [2014] No. 11), code for underwriting business of initial public offering (zxsf [2018] No. 142), detailed rules for placement of initial public offering (zxsf [2018] No. 142) Detailed rules for the administration of offline investors in initial public offering of shares (Zhong Zheng Xie Fa [2018] No. 142) The implementation rules for online issuance of initial public offerings in Shanghai market (SZF [2018] No. 40, hereinafter referred to as “the implementation rules for online issuance”) and the implementation rules for offline issuance of initial public offerings in Shanghai market (SZF [2018] No. 41, hereinafter referred to as “the implementation rules for offline issuance”) and other relevant provisions shall organize the implementation of initial public offerings.
The initial inquiry and offline issuance of this offering are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and the website of the subscription platform is: https://ipo.uap.sse.com.cn./ipo , please read this announcement carefully. Please refer to the website of Shanghai stock exchange for details on the electronic issuance of offline shares（ https://www.sse.com.cn. ）The detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance of this offering is carried out through the trading system of Shanghai Stock Exchange by means of market value subscription. Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange（ https://www.sse.com.cn. ）Detailed rules for the implementation of online issuance.
1. Investors are kindly requested to pay special attention to the issuance process, quotation elimination rules, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
(1) The issuer and the recommendation institution (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution (lead underwriter)”) negotiated and determined that the price of this issuance is 11.86 yuan / share based on the preliminary inquiry results and taking into account the issuer’s fundamentals, industry, valuation level of comparable companies, market conditions, demand for raised funds and other factors, and no cumulative bidding inquiry will be conducted for offline issuance.
Investors are requested to make online and offline subscription at this price on April 18, 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 18, 2022 (t day). Among them, the offline subscription time is 09:30-15:00, and the online subscription time is 09:30-11:30 and 13:00-15:00.
(2) After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the inquiry results after excluding the invalid quotation, quote all the placing objects from high to low according to the proposed purchase price, from small to large according to the proposed purchase quantity of the placing objects at the same proposed purchase price, and from late to early according to the application time (the application time shall be subject to the records of the subscription platform of the stock exchange above) For the same proposed purchase price, the same proposed purchase quantity and the same reporting time, it shall be sorted from the back to the front according to the order of placing objects automatically generated by the offline purchase platform of Shanghai Stock Exchange. The quantity of the highest quotation in the total amount of proposed purchase shall be excluded, and the excluded amount of proposed purchase shall not be less than 10% of the total amount of proposed purchase by offline investors. When the maximum proposed purchase price is the same as the determined issue price, the Declaration on the price can no longer be excluded, and the exclusion proportion can be less than 10%. The excluded part shall not participate in offline subscription.
(3) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
(4) Offline investors shall, according to the announcement on offline preliminary placement results and online winning results of initial public offering of shares by Chongqing wangbian electric (Group) Co., Ltd. (hereinafter referred to as “announcement on offline preliminary placement results and online winning results”), pay the subscription funds for new shares in time and in full according to the finally determined issuance price and preliminary placement quantity before 16:00 on April 20 (T + 2) 2022. Offline investors are allocated multiple new shares every day. Please pay for each new share separately. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves.
After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement according to the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on April 20 (T + 2) 2022. 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).
(5) 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.
(6) If the offline investors with valid quotation fail to participate in the subscription or obtain the preliminary placement, and the offline investors 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 recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. 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.
2. There may be a risk of stock price decline after listing. Investors should pay full attention to the risk factors contained in the pricing marketization, know that the share price may fall after the stock is listed, effectively improve the risk awareness, strengthen the value investment concept, and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) can not guarantee that the share price will not fall after the stock is listed.
3. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally. They should carefully read this announcement and the special announcement on investment risks published in China Securities Journal, Shanghai Securities News, securities times, securities daily and economic reference online on March 25, 2022, April 1, 2022 and April 8, 2022.
Important tips
1. The application of Chongqing wangbian electric (Group) Co., Ltd. for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been approved by the China Securities Regulatory Commission (CSRC license [2022] No. 490). The A-share stock of Chongqing wangbian electric (Group) Co., Ltd. is abbreviated as “wangbian electric”, with the stock code of “603191”, which is also applicable to the preliminary inquiry and offline subscription of this issuance. The online subscription of this issuance is referred to as “wangbian subscription” for short, and the online subscription code is “732191”.
2. This offering is conducted through 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-Shares and non restricted depositary receipts market value (hereinafter referred to as “market value”) in Shanghai market (hereinafter referred to as “online issuance”). The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted. The preliminary inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline subscription electronic platform of Shanghai Stock Exchange, and the online issuance shall be conducted through the trading system of Shanghai Stock Exchange.
3. The issuer and the sponsor (lead underwriter) negotiated and determined that the number of shares issued this time is 83291852. This issuance is all new shares, and there is no transfer of old shares. Before the launch of the callback mechanism, the initial number of offline issuance was 49975852 shares, accounting for about 60.00% of the total issuance; The initial number of shares issued online was 33316000, accounting for about 40.00% of the total issued this time.
4. The preliminary inquiry work of this offering was completed on March 22, 2022 (T-4). According to the inquiry results after excluding invalid quotations, the issuer and the recommendation institution (lead underwriter) made quotations for all placing objects from high to low according to the proposed purchase price, and from small to large according to the proposed purchase quantity of placing objects at the same proposed purchase price For the same proposed purchase price and the same proposed purchase quantity, it shall be sorted from late to early according to the reporting time (the reporting time shall be subject to the records of the subscription platform of Shanghai Stock Exchange), the same proposed purchase price and the same proposed purchase quantity shall be sorted from the last to the top according to the order of placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange at the same reporting time, excluding the part with the highest quotation in the total amount of proposed purchase, and comprehensively considering the fundamentals of the issuer, industry Based on the valuation level, market conditions, demand for raised funds and other factors of comparable companies, the issuance price is determined to be 11.86 yuan / share through negotiation, and the price earnings ratio corresponding to this price is:
(1) 17.25 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 audited by an accounting firm by the total share capital before this issuance);
(2) 22.99 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 audited by an accounting firm by the total share capital after this issuance).
5. If the offering is successful, the issuer expects the total amount of the raised funds to be 987841400 yuan. After deducting the issuance expenses of 1332796 million yuan (excluding tax), the net amount of the raised funds is expected to be 854561800 yuan, which does not exceed the amount of the issuer’s proposed investment of the raised funds for the project disclosed in the prospectus of 854561800 yuan. 6. The offline and online subscription date of this offering is April 18, 2022 (t day). Any placing object can only choose offline or online.
(1) Offline subscription
The offline subscription time of this offering is 09:30-15:00 on April 18, 2022 (t day). The offline subscription is referred to as “wangbian electric” for short, and the subscription code is “603191”. Only the placing objects who have submitted valid quotations during the preliminary inquiry can and must participate in the offline subscription of this issuance. See “attached table: preliminary inquiry and quotation of placing objects” for the list of placing objects that submit valid quotation. The placing object who fails to submit a valid quotation shall not participate in the offline subscription.
When participating in offline subscription, offline investors must enter the subscription record for the effective quotation placement object managed by them on the offline subscription electronic platform of Shanghai Stock Exchange. The subscription price in the subscription record is 11.86 yuan / share, and the subscription quantity shall be the effective proposed subscription quantity declared at the time of preliminary inquiry. When participating in offline subscription, investors do not need to pay subscription funds. Offline investors shall submit all the subscription records at one time after entering the subscription records for all the placing objects participating in the subscription. During the offline subscription period, offline investors can submit subscription records for many times, but all subscription records submitted last time shall prevail. All placing objects participating in the preliminary inquiry and quotation, whether or not they are “effective quotation”, shall not participate in the online subscription of this issuance. If they participate in offline and online subscription at the same time, the online subscription part is invalid.
The placing object shall abide by relevant laws and regulations and relevant provisions of the CSRC in terms of subscription and shareholding, and bear corresponding legal liabilities by itself. If the investors participating in the offline subscription fail to provide materials as required, the recommendation institution (lead underwriter) has the right to refuse the placement or consider the subscription invalid. The relevant information of the placing object managed by the offline investors (including the full name of the placing object, the name of the securities account (Shanghai), the securities account number (Shanghai) and the bank collection and payment account, etc.) shall be subject to the information registered with the China Securities Association. The offline investors shall be responsible for the consequences caused by the inconsistency between the information of the placing object and the registration information.
The recommendation institution (lead underwriter) will further check whether there are prohibitions for the investors with valid quotation and the managed placing objects before the placement, Investors shall cooperate accordingly according to the requirements of the sponsor (lead underwriter) (including but not limited to providing industrial and commercial registration materials such as the articles of association, arranging interviews with the actual controller, truthfully providing the list of main social relations of relevant natural persons, cooperating with the investigation of other related relationships, etc.). If they refuse to cooperate or the materials provided are insufficient to exclude the above prohibited situations, The recommendation institution (lead underwriter) will refuse to make a placement to it.
(2) Online subscription
The online subscription time of this offering is 09:30-11:30 and 13:00-15:00 on April 18, 2022 (t day). Before April 18, 2022 (t day), open a securities account in China Clearing Shanghai Branch Investors (except those prohibited by the laws, regulations and other regulatory requirements of the people’s Republic of China) who hold non restricted A-Shares and non restricted depositary receipts in Shanghai market with a market value of more than 10000 yuan (including T-2) every 20 trading days (including T-2) before April 14, 2022 can apply for the shares issued online through the trading system of Shanghai Stock Exchange. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
Investors determine their online subscription quota according to the market value of Shanghai market they hold. The online subscription limit is calculated according to the market value of non restricted A-Shares or non restricted depositary receipts held by investors in Shanghai market on an average of 20 trading days (including T-2) before April 14, 2022 (T-2), and the relevant securities accounts of investors
If the account opening time is less than 20 trading days, the daily average shall be calculated according to 20 trading days
