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 Shanghai Stock Exchange (hereinafter referred to as Shanghai 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.
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. If the unrestricted A shares are frozen or pledged by the judiciary, and there are restrictions on the trading of directors, supervisors and senior managers of listed companies, the calculation of the market value of securities accounts will not be affected.
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 quota shall be determined according to the market value held by investors. Every 65,438+00,000 yuan market value can buy 1 subscription unit, and the part less than 65,438+00,000 yuan is not included in the subscription amount.
Each subscription unit is 65,438+0,000 shares, and the number of subscriptions is 65,438+0,000 shares or an integer multiple thereof, but at most it does not exceed one thousandth of the initial number of shares issued online and does not exceed 99.999 million shares.
Article 10 An investor may use his securities account in Shanghai market to subscribe for new shares issued on the Shanghai Stock Exchange on T day according to the online subscription quota corresponding to his market value. Subscription time is 9:30- 1 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.
Article 11 Investors can only use one securities account when they participate in the online public offering of shares. If the same investor uses multiple securities accounts to participate in the subscription of the same new share, or if the investor uses the same securities account to participate in the subscription of the same new share for many times, the initial subscription of the investor shall be regarded as valid subscription, and other subscriptions shall be invalid subscription.
Article 12 If multiple new shares are issued on T-day, the online subscription amount of each new share that the same investor participates in that day shall be determined according to the market value held at the end of T-2 day.
Article 13 Before accepting the subscription entrustment, the investor shall deposit the subscription money in full into the capital account opened by the securities company designated for trading. 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 14 China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as China Clearing) Shanghai Branch is responsible for the settlement of subscription funds.
Settlement participants shall use their fund settlement account (i.e. settlement reserve account) opened in China Clearing Shanghai 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. China Clearing Shanghai Branch does not provide delivery guarantee for the fund delivery of new share subscription.
Article 15 If the clearing participants have insufficient funds to complete the subscription and settlement of new shares within the specified time when the funds arrive, the insufficient funds will be deemed as invalid subscription. China Clearing Shanghai Branch cooperates with an accounting firm qualified to carry out securities and futures-related business to verify the subscription funds, and the accounting firm issues a capital verification report and submits all the funds actually in place as valid subscription numbers. Specific measures are as follows:
A securities company shall inform the Shanghai Stock Exchange of the subscription account number with false funds and its corresponding marketing unit before T+ 1 day 16 (institutions such as fund companies that have settled through custodian banks shall report to the Shanghai Stock Exchange and the fund companies shall affix their seals to confirm), and the total amount of declared false subscription funds shall be equal to the total amount of funds that are not in place; On T+ 1 day, the Shanghai Stock Exchange will confirm that the subscription of the above accounts is invalid one by one according to the capital verification results of accounting firms and after verifying the reports of securities companies and custodian banks; The securities company or custodian bank fails to inform the Shanghai Stock Exchange of the false capital account within the specified time; On T+ 1 day, the Shanghai Stock Exchange selects the marketing unit with the largest subscription amount among the marketing units according to the capital verification of the accounting firm, and confirms the invalid subscription in turn according to the order of subscription time, starting from the account with the nearest subscription time, until the funds corresponding to the total subscription amount are consistent with the funds actually in place; If the subscription amount corresponding to the insufficient subscription amount exceeds the total subscription amount in the marketing unit, all subscriptions in the marketing unit are confirmed as invalid subscriptions; At the same time, according to the order of subscription amount, select other marketing units and confirm the invalid subscription according to the above method (for multiple new shares issued online on the same day, if they are not submitted for confirmation within the specified time, the outstanding funds will be distributed among the new shares in proportion to the subscription funds). All legal liabilities arising therefrom shall be borne by securities companies and custodian banks. The SSE may, in accordance with relevant regulations, take such regulatory measures as verbal warning, written warning, regulatory talk, or disciplinary actions as informed criticism and trading restriction.
Chapter IV Business Process
Article 16 On T- 1 day, China Clearing Shanghai Branch will send the corresponding data of T-2 market value and account group held by the account included in the online subscription limit calculation to the Shanghai Stock Exchange.
Article 17 On T-day, investors can inquire about their market value or subscription amount on T-2 day through the securities company designated by them for trading.
Article 18 On T-day, according to the market value data held by the investor, the investor will entrust the subscription through the securities company designated for trading within the subscription time, and pay the subscription amount in full according to the issue price and subscription quantity specified in the issuer's issuance announcement.
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 at a securities company designated for trading before T, and deposit the full subscription funds according to the subscription amount.
Article 19 On T+ 1 day, China Clearing Shanghai Branch will freeze the subscription funds according to the subscription data sent by Shanghai Stock Exchange. Before T+ 1 day 16:00, all subscription funds must be received. China Clearing Shanghai Branch cooperates with an accounting firm qualified to carry out securities and futures-related business to check the availability of subscription funds, 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), the Shanghai Stock Exchange will confirm the effective subscription amount according to the subscription amount corresponding to the actual subscription funds of new shares. According to the total effective subscription, the Shanghai Stock Exchange will place new shares in the following ways:
(1) When the total amount of effective subscription is equal to the online circulation, investors should purchase according to their effective subscription amount.
(2) When the total amount of effective subscription is less than the online issuance of shares, after the investors subscribe for shares according to their effective subscription amount, the balance shall be handled according to the issuance announcement.
(3) When the total amount of effective subscription is greater than the number of shares issued online this time, the Shanghai Stock Exchange will uniformly and continuously allocate numbers to the effective subscription according to the rule of allocating one number per 1000 shares.
Article 20 The lead underwriter shall announce the winning rate on T+2, organize the lottery according to the total allocated quantity and winning rate, and announce the winning result on T+3. Each winning number can subscribe for 1000 new shares. The securities business department shall announce the lottery results in a prominent position on T+3.
Article 21 On T+2, China Clearing Shanghai 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 Shanghai 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 Shanghai 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 Shanghai Branch, the lead underwriter will deduct the underwriting fees and transfer the funds into the bank account designated by the issuer according to the underwriting agreement. After receiving the subscription balance returned by China Clearing Shanghai Branch, the clearing participants will return the money to the investors.
On the natural day before T+ 1 to T+3, the subscription funds issued online will be frozen by China Clearing Shanghai Branch, and the interest income generated from the frozen subscription funds will be transferred to the securities investor protection fund by China Clearing Shanghai Branch in accordance with relevant regulations.
Article 23 On T+3, after the online issuance, China Clearing Shanghai Branch completed the share registration of shareholders who issued new shares online.
Chapter V Connection between Online Distribution and Offline Distribution
Article 24 The online issuance date of subscription of new shares at market value is the same as the deadline of offline subscription payment.
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 issue online and offline issuance announcements before T- 1.
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.
Article 28 The issuer and the lead underwriter may call back the number of online issues and the number of offline issues according to the subscription situation, and finally determine the number of shares to be distributed to online investors and offline investors.
The issuer and the lead underwriter shall notify the Shanghai Stock Exchange of the number of callback between online issuance and offline issuance on the date of capital verification of online subscription funds. If the issuer and the lead underwriter fail to notify the Shanghai Stock Exchange 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 to China Clearing Shanghai Branch to apply for share registration. If the materials are complete, China Clearing Shanghai Branch will complete the registration within two trading days.
After the online and offline share registration is completed, China Clearing Shanghai Branch will submit the list of new shareholders to the issuer.
Chapter VI Supplementary Provisions
Article 30 Where multiple securities accounts are used to subscribe for the same new share, or the same securities account is used to subscribe for the same new share for many times, or the subscription amount exceeds the subscription amount, resulting in some subscriptions being invalid, investors shall bear the relevant responsibilities themselves.
Investors should manage their securities accounts according to the relevant regulations of China.
Article 31 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.
Article 32 These Measures shall come into force as of the date of promulgation.