Adopt Technology Co., Ltd
Prompt announcement of initial public offering and listing on GEM
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
The application of adoptive Technology Co., Ltd. (hereinafter referred to as the "issuer", "adoptive shares" or "company") for initial public offering and listing on the gem has been examined and approved by the members of 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 (zjxk [2021] No. 3937). According to Article 22 of the Shenzhen Stock Exchange gem stock issuance and listing review rules, the specific listing standard selected by the issuer is "(II) the estimated market value is not less than RMB 1 billion, the net profit in the latest year is positive and the operating income is not less than RMB 100 million".
The letter of intent of adopting Technology Co., Ltd. for initial public offering and listing on the gem and its annexes are disclosed on the website designated by the China Securities Regulatory Commission (cninfo, www.cn. Info. Com. CN; CSI, www.cs. Com. CN; China Securities, www.cn. Stock. Com; securities times, www.stcn. Com; Securities Daily, www.zqrb. CN.), It shall be kept at the domicile of the issuer, Shenzhen Stock Exchange and the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "recommendation institution (lead underwriter)") for public inspection.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc., and carefully read the preliminary inquiry and promotion announcement of adopting Technology Co., Ltd. for initial public offering and listing on GEM published today (hereinafter referred to as the "preliminary inquiry and promotion announcement"). The details are 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. 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.
3. 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.
4. 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.
5. 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.
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.
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 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 due to special reasons, the specific reasons shall be filled in on the offline issuance electronic platform of Shenzhen Stock Exchange.
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 or capital scale of 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 applies for purchase beyond the corresponding asset scale or capital 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 go through the offline issuance electronic platform after the "initial inquiry for shares adopted has been started (to be started)" is displayed on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. on the day of preliminary inquiry (January 12, 2022 (T-3))（ 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 note 2: the subscription amount of each product under the self owned funds or management of institutional investors participating in offline inquiry does not exceed the corresponding amount of the asset certificate of its asset scale (total assets): among them, public funds, special fund accounts, asset management plans Private equity funds and other products shall provide valid certification materials of the total assets of the products on the fifth trading day (January 5, 2022, T-8) before the preliminary inquiry date (stamped with the official seal of the company or the seal of external certification authority); The self operated investment account shall provide the explanatory materials of the self operated account fund scale issued by the company (the fund scale is up to January 5, 2022, T-8) (stamped with the official seal of the company).
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)), and the asset scale filled in by the investor shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the recommendation institution (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).
6. Provisions on offline rejection ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) 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 subscription price, and from small to large according to the subscription quantity of placing objects at the same subscription price For the same purchase price, the same purchase quantity shall be sorted from late to early according to the purchase time (the purchase time shall be subject to the records of the electronic platform of Shenzhen Stock Exchange), the same proposed purchase price, the same proposed purchase quantity and the same purchase time according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from back to front, excluding the quotation of placing objects with the highest quotation, The excluded subscription amount shall not be less than 1% of the total amount to be subscribed by all 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
Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the recommendation institution (lead underwriter), which is not excluded as the highest quotation, and meets other conditions determined and announced in advance by the issuer and the recommendation institution (lead underwriter). Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The sponsor (lead underwriter) has hired Shanghai jintiancheng law firm to witness the whole process of the issuance and underwriting, and will express clear opinions on the compliance and effectiveness of offline investor qualification, inquiry, pricing, placement, fund allocation, 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 arrangement of the sales restriction period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online sales restriction period disclosed in this announcement.
8. Market value requirements:
Offline investors: the base date is January 10, 2022 (T-5), two trading days before the initial inquiry date of this offering, The average daily market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market held by gem themed public funds and closed operation strategic placement funds that participate in the offline inquiry of this issuance shall be more than 10 million yuan (including) 20 trading days before the benchmark date. The average daily market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market held by other offline inquiry offline investors and their managed placing objects 20 trading days (including the base date) before the base date shall be more than 60 million yuan. If the account opening time of the securities account of the placing object is less than 20 trading days, the average daily holding market value shall be calculated according to 20 trading days. The specific market value calculation rules shall be implemented in accordance with the detailed rules for the implementation of offline issuance of initial public offering in Shenzhen market (revised in 2020) (SZS [2020] No. 483).
Online investors: investors holding more than 10000 yuan (including 10000 yuan) of the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen stock exchange can participate in the online subscription of this issuance on January 17, 2022 (t day). Among them, natural persons shall have opened gem Trading (except those prohibited by national laws and regulations) in accordance with the measures for the implementation of the suitability management of GEM investors of Shenzhen Stock Exchange (revised in 2020). 500 shares can be subscribed for every 5000 yuan market value, and the part less than 5000 yuan is not included in the subscription amount. Each subscription unit is 500 shares, and the number of subscription shall be 500 shares or an integral multiple thereof, but the upper limit of subscription shall not exceed one thousandth of the number of shares initially issued online. The specific number of shares issued online will be disclosed in the issuance announcement. The market value held by investors is calculated according to the daily average market value of their 20 trading days (including T-2) before January 13, 2022 (T-2), which can be calculated at the same time
