Adopt Technology Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
hot tip
Adoptive Technology Co., Ltd. (hereinafter referred to as "adoptive shares", "issuer" or "company") in accordance with the administrative measures for securities issuance and underwriting (CSRC order [No. 144], hereinafter referred to as "administrative measures") of China Securities Regulatory Commission (hereinafter referred to as "CSRC") 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"), measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") "detailed rules for the implementation of the initial public offering and underwriting business of 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 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 (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 "association") and the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213, hereinafter referred to as the "code for underwriting") Detailed rules for placing of initial public offering shares (zxsf [2018] No. 142, hereinafter referred to as "detailed rules for placing") and detailed rules for the administration of offline investors in initial public offering shares (zxsf [2021] No. 212, hereinafter referred to as "detailed rules for the administration of investors") as well as China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "detailed rules for the administration of investors") The relevant business rules of "China Clearing Shenzhen Branch") organize the implementation of the initial public offering of shares and plan to be listed on the gem.
The initial inquiry and offline issuance of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange and the registration and settlement platform of China Clearing Shenzhen Branch. Offline investors are requested to carefully read the announcement. For details of preliminary inquiry and offline subscription, please refer to the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）The published rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to pay attention to the relevant provisions on the issuance process, online and offline subscription and payment, disposal of share abandonment, suspension of issuance, etc., as follows:
1. Investors do not need to pay subscription funds when making online and offline subscription on January 17, 2022 (t day). The offline issuance and Subscription Date and the online subscription date are the same as January 17, 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.
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors must, as required, issue an electronic platform (website: https://dzfx.htsec.com./ipoht/index.html#/app/Main ）, or visit the Haitong Securities Company Limited(600837) official website (website: https://www.htsec.com./ChannelHome/index.shtml ）The "issuing electronic platform" in the link at the bottom of the home page shall submit the letter of commitment and relevant verification materials online, and fill in and submit the asset certificate and relevant materials at the same time. Special reminders for offline investors to submit commitment letters and qualification certificates: (1) please download the latest commitment letter template applicable to this project. See "download template" of Haitong Securities Company Limited(600837) distribution electronic platform for the template of commitment letter and verification document; (2) Each investor has one and only one registration opportunity; (3) Except for the letter of commitment, other filing materials can be stored in the "filing materials" once uploaded. Do not upload the filing materials with the same information repeatedly. Investors are requested to re upload the filing materials only when they need to change the information of the filing materials; (4) Investors are requested to timely maintain the "filing materials" to ensure the accuracy of the submitted filing materials. Each investor has only one submission opportunity; (5) The latest version of the commitment letter applicable to the project still needs to be submitted.
3. The issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") (if any) 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 in Shenzhen market (hereinafter referred to as "online issuance"). This offering does not arrange strategic placement to other external investors. For example, the offering price exceeds 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, The relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with relevant regulations. The issuer and the sponsor (lead underwriter) will disclose the total amount of shares placed to the relevant subsidiaries of the sponsor participating in the placement in the announcement on the initial public offering of shares by adoptive Technology Co., Ltd. and listing on the gem (hereinafter referred to as the "issuance announcement") Subscription quantity, proportion in the number of shares issued this time, holding period and other information.
4. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding inquiry will not be conducted.
5. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified overseas institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
6. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on January 12, 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 of Shenzhen Stock Exchange.
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.
Investors participating in the offline inquiry of gem can fill in different quotations for multiple placing objects under their management. Each offline investor can fill in up to three 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 due to special reasons, the quotation decision-making procedure shall be performed again, the logical calculation basis for explaining the reason for price change and the range of price change shall be filled in on the offline issuance electronic platform of Shenzhen Stock Exchange, as well as whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and the relevant materials shall be archived for future reference.
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 1 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 exceeds 1 million shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 7.8 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 7.8 million shares, accounting for about 49.89% of the initial offline issuance. Offline investors and their managed placing objects shall strictly comply with the regulatory requirements of the industry, strengthen risk control and compliance management, and prudently and reasonably determine the subscription price and quantity. 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 on January 5, 2022 (T-8) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. If the recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and exceeds the corresponding asset scale in the asset certification materials submitted to the recommendation institution (lead underwriter), the subscription of the placing object is invalid.
Investors participating in the offline inquiry of shares shall submit the asset certification materials through Haitong Securities Issuance electronic platform (website: https://dzfx.htsec.com./ipoht/index.html#/app/Main ）Submit to the sponsor (lead underwriter). 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 recommendation institution (lead underwriter) will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It shall be disclosed 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 for shares adopted 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 comply with the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placement object submitted to the sponsor (lead underwriter) and the corresponding asset scale or capital scale in the summary of asset scale of the placement object, Ensure that the total asset data filled in the asset scale summary of the placing object shall be 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 trading day before the preliminary inquiry date (January 5, 2022, T-8).
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale supporting materials uploaded on the Haitong Securities Company Limited(600837) offline investor management system and the corresponding asset scale or capital scale in the asset scale summary of the placement object filled in are consistent with the data submitted on the offline issuance electronic platform of Shenzhen stock exchange; In case of inconsistency, the consequences shall be borne by offline investors.
Special tip 3: in order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on the gem, offline investors are required 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 the five trading days before the preliminary inquiry (January 5, 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 sponsor (lead underwriter). 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 sponsor (lead underwriter).
7. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) shall, according to the inquiry results after excluding invalid quotations, quote the placing objects of all qualified offline investors from high to low according to the purchase price, and from small to large according to the proposed purchase quantity of placing objects at the same purchase price For the same purchase price and the same proposed purchase quantity, it shall be sorted from late to early according to the application time (the application time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange), the same proposed purchase price and the same proposed purchase quantity at the same application time according to the order of the distribution objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from back to front, excluding the quotation of the distribution objects with the highest quotation, 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 in the highest declared price to be excluded is the same as the determined issue price, the subscription on this price will not be excluded. The excluded part shall not participate in offline subscription.
After excluding the highest part of the quotation, the issuer and the recommendation institution (lead underwriter) consider the remaining quotation and the number of proposed subscriptions, effective subscription multiples, the issuer's industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks, and focus on public funds, social security funds, pensions, enterprise annuity funds The lower of the median quotation and weighted average of the placement objects such as insurance funds and qualified foreign institutional investor funds, carefully and reasonably determine the issuance price, final issuance quantity, effective quotation investors and effective planned subscription quantity. The number of effective offline investors determined by the issuer and the recommendation institution (lead underwriter) 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 the remaining quotations of offline investors after excluding the highest quotation, and the median and weighted average of the quotations 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
