Anhui Tongguan copper foil Group Co., Ltd
Announcement on initial public offering and listing on GEM
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 the “issuer”, “company” or “Tongguan copper foil”) 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 the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]) Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21), 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 “detailed 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) The management rules for offline investors of initial public offering under the registration system (zsxf [2021] No. 212) and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering and listing on GEM.
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “offline issuance electronic platform”). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor (co lead underwriter)”, “co lead underwriter” or ” Guotai Junan Securities Co.Ltd(601211) “) serves as the sponsor (co lead underwriter) of this offering, and Ping An Securities Co., Ltd. (hereinafter referred to as “co lead underwriter” or “Ping An Securities”) serves as the co lead underwriter of this offering.
This offering is applicable to the special provisions on the issuance and underwriting of Securities for initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 18, 2021 The detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange, the underwriting specifications for initial public offerings under the registration system issued by China Securities Association (zsxf [2021] No. 213) The management rules for offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212) requires investors to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
Investors are kindly requested to pay attention to the provisions on the issuance method, issuance process, callback mechanism, online and offline subscription and payment, disposal of share abandonment, suspension of issuance, etc. the specific contents are as follows:
1. After the preliminary inquiry, the issuer and the co lead underwriters shall, in accordance with the exclusion rules specified in the announcement on preliminary inquiry and promotion of initial public offering of shares by Anhui Tongguan copper foil Group Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results of investors who do not meet the requirements, By consensus, all placing objects whose proposed subscription price is higher than 21.80 yuan / share (excluding 21.80 yuan / share) shall be eliminated; Eliminate all placing objects with the proposed subscription price of 21.80 yuan / share and the subscription quantity of less than 75 million shares (excluding); For the placing objects with the proposed subscription price of 21.80 yuan / share and the subscription amount equal to 75 million shares, all placing objects whose subscription time is later than 14:36:01:95 (6 excluded) on January 13, 2022 will be eliminated according to the subscription time from late to early; For the placing objects with the proposed subscription price of 21.80 yuan / share, the number of 75 million shares and the subscription time of 14:36:01:956 on January 13, 2022, 19 placing objects will be removed from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange until the total amount of subscription removed is not less than 1% of the total amount of offline investors. A total of 114 placing objects were excluded in the above process, and the total number of shares to be purchased was 3770.7 million, accounting for 1.01% of the total number of shares to be purchased after excluding the quotation of unqualified investors in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. See the part marked “high price elimination” in the “attached table: statistical table of investor quotation information” of this announcement for the specific elimination. 2. According to the preliminary inquiry results, the issuer and the joint lead underwriters, taking into account the issuer’s industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors, negotiated and determined that the issuance price is 17.27 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on January 18, 2022 (t day), and there is no need to pay the subscription fund. The offline issuance and Subscription Date and online subscription date are the same as January 18, 2022 (t day), of which the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”), the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation 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, whichever is lower, the median quotation and weighted average (hereinafter referred to as “four values”) is 17.2723 yuan / share. According to item (IV) of Article 39 of the implementation rules, the relevant subsidiary of the recommendation institution Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”) does not need to participate in this strategic placement, and all the shares initially participated in the follow-up investment of Zhengyu investment will be transferred back to offline issuance.
4. Strategic placement: the initial strategic placement of this issuance is 3108808200 shares, accounting for 15.00% of this issuance. The strategic placement of this offering is composed of the special asset management plan of the issuer’s senior managers and core employees. All the subscription funds of the strategic investors have been remitted to the bank account designated by the joint lead underwriters within the specified time.
According to the finally determined price, the final strategic placement quantity of the special asset management plan Guotai Junan Securities Co.Ltd(601211) Junxiang gem Tongguan copper foil No. 1 strategic placement collective asset management plan for senior managers and core employees of the issuer (hereinafter referred to as “Tongguan copper foil No. 1 asset management plan”) is 4124145 shares.
To sum up, the initial strategic placement quantity of this issuance is 3108808200 shares, accounting for 15.00% of this issuance quantity. The final number of strategic placement was 4124145 shares, accounting for 1.99% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement of 26963937 shares will be transferred back to offline issuance.
Finally, the issuance is carried out in a combination of directional placement to strategic investors, offline inquiry placement to qualified investors and online pricing issuance to social public investors holding non restricted A-Shares or non restricted depositary receipts in Shenzhen market.
5. 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.
In terms of strategic placement, Tongguan copper foil No. 1 asset management plan promises that the restricted sale period of its allocated shares is 12 months. The restricted sale period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange. After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction. 6. Investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
7. After the completion of online and offline subscription, the issuer and the co lead underwriters will decide whether to start the callback mechanism on January 18, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the call back mechanism will be determined according to the initial effective subscription multiple of online investors.
8. Offline investors shall, according to the announcement on initial public offering and initial placement results of offline issuance of Anhui Tongguan copper foil Group Co., Ltd. listed on the gem (hereinafter referred to as the announcement on initial placement results of offline issuance), according to the finally determined issuance price and initial placement quantity before 16:00 on January 20 (T + 2) 2022, Pay the subscription funds for new shares in full and on time.
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of Anhui Tongguan copper foil Group Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient new share subscription funds on January 20 (T + 2) 2022, The insufficient part shall be deemed as abandoning 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.
The shares abandoned by offline and online investors shall be underwritten by the joint lead underwriters.
9. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering, the issuer and the joint lead underwriter will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
10. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement 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 joint lead underwriters shall report the breach of contract to the China Securities Association for the record. The number of violations of the placing object in the science and innovation board, gem, motherboard and other plates shall be calculated together. During the period of being included in the restricted list, the placing object shall not participate in the offline inquiry and placement of projects related to science and innovation board, gem, motherboard and other plates.
If the online investor fails to make full payment after winning the lottery for 3 times in a row within 12 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.
11. The issuer and the co lead underwriters solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on investment risk of initial public offering and listing on gem of Anhui Tongguan copper foil Group Co., Ltd. published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on January 17, 2022 (t-1), fully understand the market risk and prudently participate in this IPO. Valuation and investment risk tips
1. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the issuer’s industry is computer, communication and other electronic equipment manufacturing (C39). The static average p / E ratio of “computer, communication and other electronic equipment manufacturing industry (C39)” published by China Securities Index Co., Ltd. in the latest month is 49.39 times (as of January 13, 2022), which can be referred to by investors when making decisions.
The issuance price of 17.27 yuan / share corresponds to the lower diluted P / E ratio of net profit before and after deducting non recurring profits and losses in 2020, which is 249.03 times higher than the static average p / E ratio of the industry in the latest month issued by China Securities Index Co., Ltd. on January 13, 2022. There is a risk that the decline of the issuer’s share price will bring losses to investors in the future. The issuer and the co lead underwriters remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
New share investment has great market risks. Investors need to fully understand the risks of new share investment and gem market, carefully study the risks disclosed in the issuer’s letter of intent for initial public offering and listing on gem of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as the “letter of intent”), and fully consider the risk factors, Prudently participate in this IPO.
2. The valuation levels of comparable listed companies disclosed in the prospectus are as follows:
In 2020, deduct the static securities code corresponding to the stock on T-3 day in 2020. The securities are referred to as non former EPS and non post EPS closing price P / E ratio
