Measures for the implementation of online subscription at market value for initial public offering of stocks in Shenzhen market
Chapter I General Provisions
Article 1 In order to regulate investors' participation in online subscription for initial public offering, these Measures are formulated in accordance with the Measures for the Administration of Securities Issuance and Underwriting, the Opinions of China Securities Regulatory Commission on Further Promoting the Reform of New Share Issuance and the Interim Provisions on Public Offering of Shares by Shareholders of Initial Public Offering Companies.
Article 2 These Measures shall apply to the initial public offering of shares through the trading system of Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) and online subscription by market value.
Chapter II Rules for Calculating Market Value
Article 3 The market value held by investors shall be calculated by investors. Where an investor holds the same securities account in multiple places, its market value shall be calculated together.
Article 4 Where an investor holds multiple securities accounts, the market values of the multiple securities accounts shall be calculated together.
The principle of confirming that the same investor holds multiple securities accounts is that the name of the account holder in the securities account registration materials is consistent with the number of valid identity documents. The registration data of securities accounts shall be subject to the end of two trading days (T-2 days) before the online subscription date (T day, the same below) determined in the issuance announcement.
The market value of customers' credit securities accounts for margin financing and securities lending is merged into the market value held by investors, and the market value of sub-accounts for securities companies to refinance secured securities is merged into the market value held by securities companies.
Article 5 In the special account for customer-oriented asset management and the enterprise annuity account of a securities company, if the account holder's name and valid ID number are the same in the registration information of the securities account, the market value shall be calculated separately according to the securities account to participate in the subscription.
Article 6 The market value of unqualified, dormant and cancelled securities accounts shall not be calculated.
Article 7 The market value of investors' relevant securities accounts is the market value held at the end of T-2. Non-restricted A shares are frozen and pledged by the judiciary, and directors, supervisors and senior managers of listed companies are restricted from holding shares, which does not affect the calculation of the market value of securities accounts.
Article 8 The market value of an investor's relevant securities account shall be calculated according to the product of the number of shares included in the market value calculation range in his T-2 securities account and the corresponding closing price.
Chapter III Basic Rules
Article 9 The online subscription amount shall be determined according to the market value held by investors. Only investors with a market value of more than 654.38 million yuan (including 654.38 million yuan) can participate in the subscription of new shares. You can buy 1 subscription unit for every 5,000 yuan market value, and the part less than 5,000 yuan is not included in the subscription amount.
Each subscription unit is 500 shares, and the subscription number is 500 shares or an integer multiple thereof, but the maximum number shall not exceed one thousandth of the initial number of this online offering and shall not exceed 999,999,500 shares.
Article 10 An investor may use his securities account in Shenzhen market to subscribe for new shares issued in Shenzhen Stock Exchange according to the online subscription quota corresponding to his market value. The time for Shenzhen Stock Exchange to accept subscription declaration is 9 _15-1_ 30, 13_00- 15_00 on T 。
Investors need to pay in full before the subscription entrustment, and the part of the investor's subscription amount exceeding the online subscription amount corresponding to its market value is invalid.
For the subscription of new shares whose subscription amount exceeds the subscription limit determined by the lead underwriter, the trading system of Shenzhen Stock Exchange will automatically cancel it as invalid and will not confirm it; China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as China Clearing) Shenzhen Branch will handle the part where the subscription amount exceeds the online subscription amount calculated by market value.
Article 11 Once the subscription of new shares is confirmed by the trading system of Shenzhen Stock Exchange, it shall not be revoked.
Investors can only use a securities account with market value to participate in online public offering of shares. If the same investor uses multiple securities accounts to participate in the subscription of the same new share, China Clearing Shenzhen Branch regards the subscription of the investor's first securities account with market value as a valid subscription, and other subscriptions are invalid.
Each new share is issued, and each securities account can only subscribe once. If the same securities account participates in the subscription of the same new shares for many times, the first subscription confirmed by the trading system of Shenzhen Stock Exchange is valid, and other subscriptions are automatically cancelled.
Twelfth unqualified, dormant, cancellation, non market value securities accounts shall not participate in the subscription of new shares. If the above account participates in the subscription, China Clearing Shenzhen Branch will invalidate it. All securities companies must do a good job in the front-end monitoring of the above securities accounts.
Article 13 If more than 1 new shares are issued on T day, the online subscription amount of each new share on the day when the same investor participates shall be determined according to the market value held at the end of T-2 day.
Article 14 Before accepting the subscription entrustment, the investor shall deposit the subscription money in full into the capital account opened in the securities company. During the subscription period, investors fill in the entrustment form at the issue price by entrusting to buy shares. Once a bill is declared, it shall not be revoked. The purchase number is allocated according to the actual effective purchase, each effective purchase unit is allocated a number, and all effective purchase units are allocated numbers continuously in chronological order.
Article 15 China Clearing Shenzhen Branch shall make unsecured settlement for subscription of new shares.
Settlement participants shall use their fund settlement account (i.e. settlement reserve account) opened in China Clearing Shenzhen Branch to complete the fund settlement of new share subscription, and ensure that their fund settlement account has enough funds for the fund settlement of new share subscription at the specified time of fund arrival.
Article 16 If the funds of the clearing participants are insufficient to complete the settlement of the subscription of new shares within the specified time when the funds arrive, the insufficient funds will be deemed as invalid subscription. China Clearing Shenzhen Branch will handle the invalid subscription according to the following principles: if there are multiple new shares subscribed on the same day, they will be invalidated according to the securities code from the largest to the smallest; The subscription of the same new share shall be reversed from the latest subscription according to the time sequence confirmed by the host computer of Shenzhen Stock Exchange until the actual fund balance is reached.
Chapter IV Business Process
Article 17 On T-2, China Clearing Shenzhen Branch calculates the market value and subscription quota of A shares with unlimited sale conditions in all securities accounts in Shenzhen market on that day, and sends the subscription quota to all securities companies one trading day (T- 1) before the subscription date.
All securities companies must do a good job in front-end monitoring the number of online subscriptions of their investors.
Article 18 On T-day, according to the market value data held by the investor, the investor makes an entrusted subscription through a securities company connected with the Shenzhen Stock Exchange within the subscription time, and pays the subscription amount in full according to the issue price and subscription quantity specified in the issuer's issuance announcement. If the subscription amount paid by investors is insufficient, the securities company shall not accept the relevant subscription entrustment.
Investors who have opened a capital account but have insufficient funds must deposit enough subscription funds according to their own subscription amount before the subscription on T day; Investors who have not yet opened a capital account must open a capital account with a securities company connected with Shenzhen Stock Exchange before T, and deposit the full subscription capital according to the subscription amount.
Article 19 On the first trading day after the subscription date (T+ 1), China Clearing Shenzhen Branch will freeze the subscription funds. Before T+ 1, 15_00, all the subscription funds must be received. After T+ 1 day 16_00, the issuer and its lead underwriter will check the subscription funds in place together with China Clearing Shenzhen Branch and an accounting firm with securities and futures related business qualifications, and the accounting firm will issue a capital verification report. The issuer shall pay the capital verification fee to the accounting firm responsible for capital verification of frozen funds.
The day after the capital verification (T+ 1), China Clearing Shenzhen Branch confirms the total effective subscription amount according to the actual subscription funds of new shares, assigns a number to each subscription unit, and continuously assigns numbers to all effective subscriptions in chronological order until the last effective subscription, and allocates new shares in the following ways:
(1) If the effective subscription amount is less than or equal to the online circulation, there is no need to draw lots. All numbers are lottery numbers, and investors can subscribe for new shares according to their effective subscription amount.
(2) If the effective subscription amount is greater than the online circulation, the winning number of the effective subscription shall be determined by drawing lots, and each winning number shall subscribe for a new share of the subscription unit.
Article 20 If the effective subscription amount is greater than the online circulation, under the supervision of the notary department, the lead underwriter will preside over the lottery on the second trading day (T+2) after the subscription date to confirm the lottery winning result, and announce the lottery winning result on the designated media on the third trading day (T+3) after the subscription date.
Article 21 On T+2, China Clearing Shenzhen Branch will draw lots for clearing the subscription of new shares according to the drawing results, and send the drawing data to all settlement participants who participate in the subscription after the market closes on the same day.
Article 22 On T+3, China Clearing Shenzhen Branch will unfreeze the subscription funds for new shares and deduct the subscription funds for new shares from the fund settlement accounts of clearing participants. China Clearing Shenzhen Branch will deduct relevant fees from the subscription amount and transfer them to the fund settlement account of the lead underwriter. After receiving the subscription funds transferred by China Clearing Shenzhen Branch, the lead underwriter will deduct the underwriting fees and transfer the funds into the bank (quotation area) account designated by the issuer according to the underwriting agreement. After receiving the subscription balance returned by China Clearing Shenzhen Branch, the clearing participants will return the money to the investors.
From the first trading day after the subscription date (T+ 1) to the natural day before the online subscription funds unfreeze date (T+3), the online subscription funds are frozen by China Clearing Shenzhen Branch, and the interest income generated from the frozen subscription funds is transferred to the securities investor protection fund by China Clearing Shenzhen Branch in accordance with relevant regulations.
Article 23 On T+3, after the online issuance, China Clearing Shenzhen Branch completed the share registration of the shareholders who issued new shares online.
Chapter V Connection between Online Distribution and Offline Distribution
Twenty-fourth new shares are purchased at market value, and online issuance and offline subscription payment are carried out simultaneously.
Article 25 Where the issue price of stocks is determined through offline preliminary inquiry, offline placement and online issuance shall be conducted in accordance with the pricing issue method.
If the stock issuance price is determined by offline cumulative bidding inquiry, investors participating in online issuance shall purchase according to the upper limit of inquiry interval. After the cumulative offline bidding determines the issue price, on T+3, the winning investor will get the difference between the subscription price and the issue price and the subscription balance of the unsuccessful part.
Article 26 The issuer and the lead underwriter shall publish an online issuance announcement before T- 1, and the online issuance announcement and the offline issuance announcement may be published together.
Twenty-seventh for each new share issue, investors who participate in offline issuance quotation or subscription shall not participate in online subscription of new shares. China Clearing Shenzhen Branch shall, according to the list of investors who participate in the offline issuance quotation or subscription provided by the lead underwriter, invalidate the online subscription.
Article 28 Where the issuer and the lead underwriter intend to arrange callback between online and offline issuance, when determining the offline issuance process, the unfreezing of frozen funds for offline issuance subscription shall be arranged after the capital verification date of online subscription funds, and the announcement of preliminary results of offline placement shall be arranged after the online subscription is completed.
If the issuer intends to start online and offline callback arrangements, the issuer and the lead underwriter shall notify the Shenzhen Stock Exchange on the day of online subscription capital verification; If the Shenzhen Stock Exchange is not notified within the specified time, the issuer and the lead underwriter shall place shares in the online and offline circulation mode determined in the issuance announcement.
Article 29 After the offline issuance, the issuer shall submit relevant materials (quotation area) to China Clearing Shenzhen Branch to apply for share registration. If the materials are complete, China Clearing Shenzhen Branch will complete the registration within two trading days.
After the online and offline share registration is completed, China Clearing Shenzhen Branch will submit the list of new shareholders to the issuer.
Chapter VI Supplementary Provisions
Article 30 If multiple securities accounts are used to subscribe for the same new share, and the same securities account subscribes for the same new share for many times, and the subscription amount exceeds the subscription amount, so that some subscriptions are invalid, the investors shall bear the relevant responsibilities themselves.
Investors should manage their securities accounts according to the relevant regulations of China.
Article 31 If a securities company fails to do a good job in front-end monitoring of investors' subscription of new shares as required, China Clearing Shenzhen Branch may deal with the securities company that has failed in its duty according to relevant business rules.
Article 32 For the same new share issue, if the investors who participated in the off-line offering quotation or subscription participate in the online subscription of new shares again, and the online subscription is invalid, the investors shall bear the relevant responsibilities themselves. The Shenzhen Stock Exchange may take regulatory measures such as restricting trading in the securities accounts of such investors and submit them to the competent authorities for punishment.
Article 33 When an issuer issues shares through the trading system of Shenzhen Stock Exchange, Shenzhen Stock Exchange does not charge fees to the issuer.
Article 34 These Measures shall come into force as of the date of promulgation. Where the provisions on subscription for initial public offering issued by Shenzhen Stock Exchange and China Clearing are inconsistent with these Measures, these Measures shall prevail.