Guangdong Xidi Microelectronics Co., Ltd
Initial public offering and listing on the science and Innovation Board
Announcement of offline preliminary placement results and online Winning Results
Co sponsor (co lead underwriter): Minsheng Securities Co., Ltd
Co sponsor (co lead underwriter): China International Capital Corporation Limited(601995)
hot tip
The application of Guangdong Xidi Microelectronics Co., Ltd. (hereinafter referred to as "the issuer") for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and innovation board has been examined and approved by the members of the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), It has been approved for registration by China Securities Regulatory Commission (zjxk [2021] No. 3934).
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities") and China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") serve as the joint sponsor (joint lead underwriter) of this offering (Minsheng securities and China International Capital Corporation Limited(601995) are collectively referred to as "joint sponsor" or "joint sponsor (joint lead underwriter)"). This offering is conducted 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 non restricted A-Shares and non restricted depositary receipts market value in Shanghai market (hereinafter referred to as "online issuance").
The issuer and the joint sponsor (joint lead underwriter) have negotiated and determined that the number of shares to be issued this time is 40010000 shares.
This issue is a public offering of new shares, and the shareholders of the company will not offer shares to the public. After this issuance, the total share capital of the company is 4000000 shares.
Among them, the number of shares issued by the initial strategic placement is 8002000 shares, accounting for 20.00% of the total number of shares issued this time. All the subscription funds promised by the strategic investors have been remitted to the bank account designated by the joint sponsor (joint lead underwriter) within the specified time. The final strategic placement number determined according to the issuance price is 7201800 shares, accounting for 18.00% of the total issuance number. The difference between the initial strategic placement and the final strategic placement number is 800200 shares, which are transferred back to offline issuance.
After the number of shares issued by the strategic placement is recalled and before the offline online callback mechanism is started, the initial number of shares issued offline is 26406700, accounting for 80.49% of the number issued after deducting the final number of strategic placement. The initial number of shares issued online was 6401500, accounting for 19.51% of the number issued after deducting the final strategic placement.
The issue price is 33.57 yuan / share.
According to the announcement on issuance arrangement and preliminary inquiry of Guangdong Xidi Microelectronics Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the announcement on issuance arrangement and preliminary inquiry) Due to the callback mechanism announced in the announcement of Guangdong Xidi Microelectronics Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "issuance announcement"), the issuer and the joint sponsor (joint lead underwriter) decided to start the callback mechanism because the initial effective subscription multiple on the Internet was 4567.57 times, higher than 100 times, After deducting the final strategic placement, 10.00% (rounded up to an integral multiple of 500 shares, i.e. 3281000 shares) of the number of shares issued this time will be transferred back from the offline to the online.
After the online and offline call back mechanism is launched, the final number of offline issuance is 23125700 shares, accounting for about 70.49% of the public issuance after deducting the final strategic placement; The final number of shares issued online was 9682500, accounting for about 29.51% of the number issued after deducting the final strategic placement.
After the callback mechanism was started, the final winning rate of online issuance was 0.03311470%.
Investors are kindly requested to pay attention to the payment process of this offering and fulfill their payment obligations on January 13, 2022 (T + 2):
1. According to this announcement, offline allocated investors shall timely and fully pay the subscription capital and corresponding new share placement brokerage commission according to the finally determined issuance price of 33.57 yuan / share and the allocated quantity before 16:00 on January 13 (T + 2) 2022. The subscription capital and corresponding new share placement brokerage commission shall arrive before 16:00 on January 13 (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 accounting failure, and the resulting consequences shall be borne by the investors themselves.
The brokerage commission rate for the placement of new shares by offline investors participating in this offering is 0.5% (except for the shares allocated by the joint sponsor (joint lead underwriter) for undertaking the sponsor business of the issuer (i.e. the shares of the relevant subsidiaries of the joint sponsor) or the shares obtained by the joint sponsor (joint lead underwriter) for performing the underwriting obligation). The amount of brokerage commission for placing new shares of the placing object = the final amount allocated to the placing object × 0.5% (rounded to the nearest cent).
After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with this announcement to ensure that their capital account will eventually have sufficient capital for subscription of new shares on January 13 (T + 2) 2022. The insufficient part shall be deemed to give up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The investor's fund transfer shall comply with the relevant provisions of the securities company where the investor is located.
When the total number of shares paid and subscribed by offline and online investors is not less than 70% of the number of this public offering after deducting the final strategic placement, the shares abandoned by offline and online investors shall be underwritten by the joint sponsor (joint lead underwriter).
2. In this offline offering, securities investment funds and other partial share asset management products (hereinafter referred to as "public offering products"), National Social Security Fund (hereinafter referred to as "social security fund"), basic old-age insurance fund (hereinafter referred to as "pension") established by public offering Among the enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund, the insurance funds (hereinafter referred to as "insurance funds") in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and the funds of qualified foreign institutional investors, 10% of the final allocated accounts (rounded up), It shall be promised that the restricted period of the shares to be placed this time is 6 months from the date of the issuer's initial public offering and listing, and the aforesaid placing object account will be determined by lottery on January 14, 2022 (T + 3) (hereinafter referred to as "online placing lottery"). The shares allocated to the placement target account managed by offline investors that have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date of listing and trading of the issued shares on the Shanghai Stock Exchange.
Offline placement lottery adopts the method of assigning numbers according to the assigned objects, and assigns numbers according to the number of households finally assigned to offline investors, and each assigned object is assigned a number. According to the offline investor commitment letter submitted by all investors of this offline offering through the offline investor verification system of IPO under the China International Capital Corporation Limited(601995) registration system, once the offline investor makes a quotation, it is deemed to accept the online lower selling period arrangement of this offering. Participate in the initial inquiry of this offering and finally obtain the funds of public offering products, pensions, social security funds, enterprise annuity funds, insurance funds and qualified foreign institutional investors placed offline, and promise that if the account of the placing object managed by it is selected in the lottery stage of online placing, The holding period of the shares allocated to the placing object is 6 months from the date of the issuer's initial public offering and listing.
3. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of shares issued after deducting the final strategic placement, the issuer and the joint sponsor (joint lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
4. Offline and online investors shall pay the subscription funds in full and on time after obtaining the distribution. Effective quotation offline investors did not participate in subscription Offline investors who fail to subscribe in full or obtain preliminary placement fail to pay new share subscription funds and corresponding brokerage commissions for new share placement in full and in time, and have other violations of the rules for the administration of offline investors in initial public offerings under the registration system and the guidelines for the classification, evaluation and management of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) An investor who commits an act shall be deemed to have breached the contract and shall bear the liability for breach of contract. The joint sponsor (joint lead underwriter) shall report the breach to the China Securities Association for the record. If an online investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, it 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 times of abandonment of subscription shall be calculated according to the times of actual abandonment of subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
5. Once this announcement is published, it shall be deemed to have served the distribution payment notice to the online investors who have participated in the online subscription and won the lot and all the placing objects who have obtained the distribution under the offline issuance. 1、 Final result of strategic placement
(I) participants
In this offering, the selection of strategic placement investors is comprehensively determined after considering the guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines"), investor qualifications and market conditions, including:
(1) Minsheng Securities Investment Co., Ltd. (hereinafter referred to as "Minsheng investment") and China CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth") (relevant subsidiaries of joint sponsors participating in follow-up investment); (2) Minsheng securities xidiwei strategic placement No. 1 collective asset management plan (the issuer's senior managers and core employees participate in the special asset management plan established by this strategic placement, hereinafter referred to as "special asset management plan" or "xidiwei employee salary management plan").
The investors participating in this strategic placement have respectively signed the strategic placement agreement between Guangdong Xidi Microelectronics Co., Ltd. and Minsheng Securities Investment Co., Ltd. on the initial public offering and listing of shares on the science and Innovation Board of Guangdong Xidi Microelectronics Co., Ltd. with the issuer Agreement on investment and placement of relevant subsidiaries of the sponsor of Guangdong Xidi Microelectronics Co., Ltd. for initial public offering and listing on the science and innovation board Strategic placement agreement between Guangdong Xidi Microelectronics Co., Ltd. and Minsheng Securities Co., Ltd. (on behalf of "Minsheng securities Xidi micro strategic placement No. 1 collective asset management plan") on initial public offering and listing on the science and innovation board. For the verification of this strategic investor, see the special verification report of Minsheng Securities Co., Ltd. China International Capital Corporation Limited(601995) on the strategic investor of Guangdong Xidi Microelectronics Co., Ltd. for initial public offering and listing on the science and Innovation Board announced on January 10 (t-1) 2022 and Report of Beijing Haiwen law firm on the initial public offering of shares of Guangdong Xidi Microelectronics Co., Ltd. and its listing in Shanghai Securities
Legal opinion on special verification of strategic investors listed on the exchange's science and innovation board.
(II) matching results
On January 7, 2022 (T-2), the issuer and the joint sponsor (joint lead underwriter) according to
According to the preliminary inquiry results, it is determined through negotiation that the issue price is 33.57 yuan / share, and the total scale of the issue is
1343135700 yuan.
According to the underwriting guidelines, the issuance scale is more than 1 billion yuan and less than 2 billion yuan, and participate in the placement
The follow-up investment proportion of relevant subsidiaries of the recommendation institution is 4%, but not more than 60 million yuan. Livelihood investment
And CICC wealth have paid 60 million yuan and 60 million yuan of subscription funds for strategic placement respectively, which has been approved this time
The number of allotted shares is 1600400.
As of January 6, 2022 (T-3), all strategic investors have paid their subscription capital in full and on time
And the corresponding brokerage commission for the placement of new shares. The co sponsor (co lead underwriter) will be established in January 2022
Before June 17 (T + 4), the initial payment amount of the strategic investor shall exceed the corresponding amount of the final allocated shares
(including the brokerage commission on the placement of new shares).
According to the relevant provisions in the agreement signed by the strategic investor, the issuer and the joint sponsor (joint principal)
The distributor) has negotiated and determined that the strategic placement results of this issuance are as follows:
Number of shares allocated in sequence amount of shares allocated new share placement brokerage commission number limit investor abbreviation (share) (yuan) (yuan) Total (yuan) sale period
1 Minsheng investment 1600400 53725428.00 - 53725428.00 24 months
2 CICC fortune 1600400 53725428.00 - 53725428.00 24
