Key Features

1. Institutional investor-dominated book building mechanism

●  Book building mechanism dominated by professional institutional investors

●  Strengthen information disclosure and risk alert for offline pricing

●  Increase the proportion of offline placement

2. Improved strategic placement mechanism

●  Relax strategic placement threshold. For IPO of less than 100 million shares, eligible investors can still participate in the strategic placement

●  Allow senior managers and employees of the issuer to participate in strategic placement through specific asset management plan

3. Give full play to the role of securities companies

●  Experiment sponsors' subsidiaries' follow-up investment in strategic placement (skin in the game)

●  Guide leading underwriters to enhance stock sales capability

●  Require leading underwriters to provide investment research report during roadshow

●  Leading underwriters charge brokerage commissions to strategic investors and offline investors

4. Set up a self-discipline committee for equity public offering

●  Composed of the main participants in the primary market

●  Provide policy advice on stock issuance and propose industry advocacy

Offline and Online Placement

Key Features Main Board STAR Market
Offline Initial Issuance Ratio

●  If the total share capital after IPO ≤ 400 million shares, the offline initial issuance ratio shall be ≥ 60% of the shares issued this time

●  If the total share capital after IPO > 400 million shares, the offline initial issuance ratio shall be ≥ 70% of the shares issued this time

●  If the total share capital after IPO ≤ 400 million shares, the offline initial issuance ratio shall be ≥ 70% of the shares issued this time

●  If the total share capital after IPO > 400 million shares or the issuer has not yet been profitable, the offline initial issuance ratio shall be ≥ 80% of the shares issued this time

Offline and Online Clawback Mechanism

●  If 50 < ‘effective subscription multiple of online investor’≤ 100, it should be clawbacked from the offline to the online, and the clawback rate shall be 20%

●  If 100 < the multiple ≤ 150, the clawback rate shall be 40%

●  If the multiple > 150, the allocation to offline placement after clawback shall not exceed 10%

●  If 50 < ‘effective subscription multiple of online investor’ ≤ 100, it should be clawbacked from the offline to the online, and the clawback rate shall be 5%

●  If the multiple > 100, the clawback rate shall be 10%

●  The allocation to offline placement after clawback shall not exceed 80%

Offline Priority Placement Ratio

●  40% of the shares issued offline shall be preferentially distributed to publicly offered funds, social security funds, pension funds, enterprise annuity funds and insurance funds that meet relevant regulations

●  50% of the shares issued offline shall be preferentially distributed to publicly offered products, social security funds, pension funds, enterprise annuity funds and insurance funds that meet relevant regulations

Special Arrangements

Key Features Main Board STAR Market
Strategic Placement

●  If an IPO ≥ 400 million shares, the total amount of stocks that a strategic investor receives for placement shall ≤ 30%

●  Holding period ≥ 12 months

●  IPO can be placed to strategic investors

●  If an IPO ≥ 100 million shares, the total amount of stocks that a strategic investor receives for placement may ≤ 30% of the shares in this public offering

●  If an IPO < 100 million shares, the total amount of stocks that a strategic investor receives for placement shall ≤ 20%

●  Holding period ≥ 12 months

Green Shoe Options or Over-Placement Options

●  The over-placement options can only be used if the number of IPO is ≥ 400 million shares

●  The issuer and lead underwriter can use the over-placement options in the offering

●  The shares issued using the over-placement options shall ≤15% of the number of IPO

●  The lead underwriter adopts the over-placement options and shall reach an agreement with the investors who participated in the placement and agreed to make arrangements for the deferred delivery of the shares

●  Within 30 natural days from the date of issuance, the lead underwriter has the right to use the funds raised from the over-placement stock to purchase the issuer's stock from the secondary market, but the bid price for each declaration shall not be higher than the issue price. The price is subject to the provisions of the SSE

Sponsors’ Subsidiaries’ Follow-up Investment in Strategic Placement (skin in the game)
(skin in the game)
●  No

●  The sponsors' subsidiaries' follow-up investment system (skin in the game) will be tried out

●  The relevant subsidiaries established by the issuer's sponsors shall participate in the strategic placement

●  Holding period = 24 months

Senior Managers and Employees’ Participation in Strategic Placement ●  No

●  The issuer's senior management and core employees can set up a special asset management plan to participate in the strategic placement of this issuance

●  The number of shares allocated for the aforementioned special asset management plan shall ≤ 10% of the number of IPO shares

●  Holding period ≥ 12 months

●  Such strategic placement shall be reviewed and approved by the board of directors of the issuer, and disclosed in the prospectus



The above content is only for reference. Please refer to the full text of the rules.