Shenzhen Shangshui Intelligent Co., Ltd. First Public Offering of Shares and Listing Announcement on the Growth Enterprise Market

2026-04-07 05:37:48

Special Notice

Shenzhen Shangshui Intelligent Co., Ltd. (hereinafter referred to as “Shangshui Intelligent,” “the Issuer,” or “the Company”) organizes and implements this initial public offering of shares and its listing on the ChiNext Market in accordance with the People’s Republic of China Securities Regulatory Commission (hereinafter referred to as the “CSRC” or the “CSRC”) “Administrative Measures for Securities Issuance and Underwriting” (CSRC Order No. 228) (hereinafter referred to as the “Administrative Measures”), “Administrative Measures for the Registration of Stocks for Initial Public Offerings” (CSRC Order No. 205), the Shenzhen Stock Exchange (hereinafter referred to as the “SZSE”) “Implementation Rules for the Issuance and Underwriting Business for Securities for Initial Public Offerings on the Shenzhen Stock Exchange (2025 Revised)” (SZSE Document [2025] 267) (hereinafter referred to as the “Implementation Rules”), “Implementation Rules for Online Issuance of Stocks for Initial Public Offerings on the Shenzhen Market (2018 Revised)” (SZSE Document [2018] 279) (hereinafter referred to as the “Online Issuance Implementation Rules”), “Implementation Rules for Offline Issuance of Stocks for Initial Public Offerings on the Shenzhen Market (2025 Revised)” (SZSE Document [2025] 224) (hereinafter referred to as the “Offline Issuance Implementation Rules”), “Implementation Measures for the Management of Investor Suitability for the ChiNext Market of the Shenzhen Stock Exchange” (SZSE Document [2020] 343) (hereinafter referred to as the “Investor Suitability Management Measures”), the China Securities Association (hereinafter referred to as the “Securities Association”) “Rules for Securities Underwriting Business for Initial Public Offerings” (China Securities Association Letter [2023] 18), “Rules for Management of Investors in Online Subscriptions for Securities for Initial Public Offerings” (China Securities Association Letter [2025] 57), “Guidelines for Classification Evaluation and Management of Investors for Securities for Initial Public Offerings” (China Securities Association Letter [2024] 277), and other relevant provisions of the Shenzhen Stock Exchange regarding stock issuance and listing rules and the latest operating guidelines.

Guolian Minsheng Securities Co., Ltd. (hereinafter referred to as “Guolian Minsheng Underwriting and Sponsorship,” “Sponsoring Institution (Lead Underwriter)” or “Lead Underwriter”) serves as the sponsoring institution (lead underwriter) for this offering.

This offering is conducted by combining a targeted placement to investors participating in strategic placement (hereinafter referred to as “strategic placement”), an inquiry-based placement to qualified investors offline (hereinafter referred to as “offline issuance”), and a pricing issuance to the general public investors holding market value of non-tradable A-shares of the Shenzhen market or non-tradable depositary receipts through online issuance (hereinafter referred to as “online issuance”).

The strategic placement of this offering will be conducted with the sponsoring institution (lead underwriter); the initial inquiry and offline issuance will be conducted through the SZSE offline issuance electronic platform (hereinafter referred to as the “Offline Issuance Electronic Platform”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd., Shenzhen Branch (hereinafter referred to as “CSDC Shenzhen Branch”). Please ensure that offline investors read carefully this announcement and the relevant provisions such as the “Offline Issuance Implementation Rules.” For this online offering, the SZSE trading system will be used to carry out a market-value-based subscription pricing issuance. Please ensure that online investors read carefully this announcement and the “Online Issuance Implementation Rules” published by the SZSE.

The price of this offering is 26.66 yuan per share. The post-dilution price-earnings ratio based on the issuer’s 2024 attributable net profit after deduction of non-recurring gains and losses (lower of before/after) is 18.02 times, which is lower than the “C35 Specialized Equipment Manufacturing Industry” recent one-month average static price-earnings ratio of 41.56 times published by the CSI Index Company on April 1, 2026 (T-4). It is also lower than the comparable companies’ average static price-earnings ratio of 54.83 times based on 2024 attributable net profit to shareholders of the parent company (lower of before/after deduction of non-recurring gains and losses), but there is still a risk that a future decline in the issuer’s share price may cause losses to investors. The Issuer and the sponsoring institution (lead underwriter) remind investors to pay attention to investment risks, prudently assess the reasonableness of the issue price, and make rational investment decisions.

Investors are especially asked to focus on aspects such as the process of this offering, online and offline subscription and payment, arrangements for the lock-up period, and treatment of shares forfeited by investors. The specific details are as follows:

After the end of the initial inquiry, the Issuer and the sponsoring institution (lead underwriter), in accordance with the exclusion rules set out in the “Initial Inquiry and Recommendation Announcement for the Initial Public Offering of Shares by Shenzhen Shangshui Intelligent Co., Ltd. and Listing on the ChiNext Market” (hereinafter referred to as the “Initial Inquiry and Recommendation Announcement”), will, after excluding preliminary inquiry results with bids not meeting requirements, reach a consensus to exclude all placement objects whose proposed subscription price is higher than 27.11 yuan per share (excluding 27.11 yuan per share); all placement objects with a proposed subscription price of 27.11 yuan per share and a subscription quantity of less than 7 million shares will be excluded; all placement objects with a proposed subscription price of 27.11 yuan per share and a subscription quantity equal to 7 million shares, whose subscription time is also 14:51:29:593 on April 1, 2026, will be excluded from back to front according to the order of placement objects automatically generated by the SZSE offline issuance electronic platform, for 40 placement objects. A total of 98 placement objects will be excluded through the above process, with the total proposed subscription quantity of 65,570 million shares, accounting for 1.0040% of the total proposed subscription quantity after excluding invalid bids from the initial inquiry. The excluded portion may not participate in offline and online subscriptions. For the specific exclusion details, please refer to the portion marked as “high-price exclusion” in the appendix table “Initial Inquiry Pricing Details.”
Based on the results of the initial inquiry, and taking into comprehensive consideration factors such as investors’ bids and subscription quantities, effective subscription multiples, the issuer’s fundamentals and industry, market conditions, valuation levels of listed companies in the same industry, fundraising needs, underwriting risks, and other factors, the parties agree to determine the offering price for this offering as 26.66 yuan per share, and no cumulative bid-based inquiry will be conducted for offline issuance thereafter.

Investors should submit their online and offline subscriptions at this price on April 8, 2026 (T day). No subscription funds are required to be paid when subscribing. The offline subscription date and the online subscription date are both April 8, 2026 (T day). Among them, the offline subscription time is 9:30–15:00, and the online subscription time is 9:15–11:30 and 13:00–15:00.

Strategic placement:

With an offering price of 26.66 yuan per share, it does not exceed the lower of the median and weighted average of quotes from offline investors after excluding the highest quotes, and the median and weighted average of quotes from the following securities investment funds established by way of public offering (hereinafter referred to as “public funds”), the National Social Security Fund (hereinafter referred to as the “social security fund”), the basic pension insurance fund (hereinafter referred to as the “pension fund”), enterprise annuity funds and occupational annuity funds (hereinafter referred to as the “annuity funds”), insurance funds (hereinafter referred to as “insurance funds”) and qualified foreign investor funds, in each case after excluding the highest quotes (hereinafter collectively referred to as the “four values”), at 26.7841 yuan per share. Therefore, related subsidiaries of the sponsoring institution do not need to participate in this strategic placement.

Based on the finally determined price, the strategic placement in this offering is composed of a special asset management plan established by the issuer’s senior management and core employees, as well as other investors participating in strategic placement. The subscription funds for investors participating in strategic placement have been fully remitted to the designated bank account of the sponsoring institution (lead underwriter) within the prescribed time.

The special asset management plan established by the issuer’s senior management and core employees participating in this strategic placement is Guolian Shangshui Intelligent Strategic Placement No. 1 Collective Asset Management Plan (hereinafter referred to as the “Shangshui Intelligent No. 1 Asset Management Plan”). Based on the finally determined issue price, the final number of strategic placement shares for the Shangshui Intelligent No. 1 Asset Management Plan is 2.5M shares, accounting for 10.00% of the number of shares in this offering.

The type of other investors participating in strategic placement is “large enterprises or their subsidiaries that have strategic cooperation with the issuer’s business operations or a long-term cooperation vision.” Based on the finally determined price, the final number of strategic placement shares for other investors participating in strategic placement is 1.25M shares, accounting for 5.00% of the number of shares in this offering.

The initial strategic placement quantity for this offering is 5M shares, accounting for 20.00% of the number of shares in this offering. The final strategic placement quantity for this offering is 3.75M shares, accounting for 15.00% of the number of shares in this offering. The difference between the initial and final strategic placement shares of 1.25M shares will be transferred to the offline issuance.

Lock-up period arrangements: Among the shares issued in this offering, shares issued through online issuance have no tradability restrictions and no lock-up period arrangements. They may become tradable starting from the date when the publicly issued shares are listed on the SZSE.

The offline issuance portion adopts proportional lock-up. Offline investors are required to undertake that the lock-up period for 10% of the number of shares allocated to them (rounded up) shall be 6 months from the date the issuer’s shares are first publicly issued and listed. That is, 90% of the shares allocated to each placement object have no lock-up period and may become tradable starting from the date when the shares issued in this offering are listed and begin trading on the SZSE; 10% of the shares are subject to a lock-up period of 6 months, and the lock-up period begins counting from the date when the shares issued in this offering are listed and begin trading on the SZSE.

When offline investors participate in the initial inquiry pricing and offline subscription, they do not need to fill in lock-up period arrangements for the placement objects they manage. Once they submit bids, it is deemed that they accept the offline lock-up period arrangements disclosed in this announcement.

For strategic placement, the lock-up period for shares allocated to the special asset management plan established by the issuer’s senior management and core employees participating in this strategic placement is 12 months; the lock-up period for shares allocated to other investors participating in strategic placement is 12 months. The lock-up period begins counting from the date when the publicly issued shares are listed on the SZSE. After the lock-up period expires, the sale and transfer of the shares by investors participating in strategic placement shall be subject to the relevant provisions of the CSRC and the SZSE regarding share sales and transfers.

Online investors shall express their subscription intent independently and must not bundle authorization to delegate securities companies to place new share subscriptions.
After online and offline subscriptions are completed, the Issuer and the sponsoring institution (lead underwriter) will decide whether to trigger a back-and-forth allocation mechanism on April 8, 2026 (T day) based on online subscription conditions, in order to adjust the sizes of the offline and online issuance. The triggering of the back-and-forth allocation mechanism will be determined based on the preliminary effective subscription multiple of online investors.
Offline investors shall, in accordance with the “Announcement on the Preliminary Allotment Results of Offline Issuance for the Initial Public Offering of Shares by Shenzhen Shangshui Intelligent Co., Ltd. and Listing on the ChiNext Market” (hereinafter referred to as the “Announcement on Preliminary Allotment Results of Offline Issuance”), by no later than 16:00 on April 10, 2026 (T+2 day), timely and in full pay the new share subscription funds based on the finally determined offering price and preliminary allotment quantity.

The subscription funds should arrive in full within the prescribed time. If a placement object fails to pay in full within the prescribed time or fails to pay in accordance with the requirements, all new shares allocated to that placement object will be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all new shares for that placement object will be invalid. For placement objects that share the same bank account, if the subscription funds are insufficient, all new shares allocated to placement objects using the shared bank account will be invalid. If an offline investor receives multiple new shares on the same day, please pay for each new share separately and fill in notes in accordance with the relevant standards.

After online investors are successful in the lottery for new shares, they shall fulfill their funds clearing and settlement obligations in accordance with the “Announcement on the Results of Online Lottery for the Initial Public Offering of Shares by Shenzhen Shangshui Intelligent Co., Ltd. and Listing on the ChiNext Market” (hereinafter referred to as the “Announcement on Lottery Results for Online Issuance”). They must ensure that their funds account has sufficient subscription funds for new shares by the end of April 10, 2026 (T+2 day). Any shortfall will be treated as a waiver of subscription, and the consequences and related legal liabilities arising from this shall be borne by the investors themselves. The transfer of investor funds must comply with the relevant rules of the securities company where the investor is located.

When the total number of shares subscribed and paid by offline and online investors is not less than 70% of the total number of shares in this public offering after deducting strategic placement, the shares waived by both offline and online investors will be underwritten and purchased in full by the sponsoring institution (lead underwriter).

When the total number of shares subscribed and paid for by offline and online investors is less than 70% of the total number of shares in this public offering after deducting strategic placement, the Issuer and the sponsoring institution (lead underwriter) will terminate this new share offering, and will disclose information regarding the reasons for the termination and the subsequent arrangements.
All effective bid placement objects disclosed in this announcement must participate in offline subscription. Offline investors who provided effective bids but did not participate in offline subscription or did not subscribe in full, as well as offline investors who were allotted preliminary allocation but failed to timely pay the subscription funds in full, will be deemed to have breached and shall bear breach liability. The sponsoring institution (lead underwriter) will report the breaches to the China Securities Association for filing. The number of violations by offline investors or the placement objects they manage in relevant projects across each market segment of the securities exchange will be aggregated for calculation. During the period in which a placement object is listed in the restriction list, that placement object may not participate in offline inquiry and placement businesses of relevant projects across each market segment of the securities exchange. During the period in which an offline investor is listed in the restriction list, all placement objects managed by the offline investor may not participate in offline inquiry and placement businesses of relevant projects across each market segment of the securities exchange.

When online investors cumulatively experience 3 instances within 12 consecutive months of failing to pay in full after being successful in the lottery, starting from 6 months (calculated as 180 natural days, including the next day) from the date of the most recent filing by the clearing participant to forfeit the subscription, they may not participate in online subscription of new shares, depositary receipts, convertible corporate bonds, and exchangeable corporate bonds. The number of times of subscription forfeiture is calculated by aggregating the actual number of times investors forfeit subscription of new shares, depositary receipts, convertible corporate bonds, and exchangeable corporate bonds.

The Issuer and the sponsoring institution (lead underwriter) earnestly remind广大 investors to pay attention to investment risks, invest rationally. Please read carefully the “Special Announcement on Investment Risks for the Initial Public Offering of Shares by Shenzhen Shangshui Intelligent Co., Ltd. and Listing on the ChiNext Market” disclosed on April 7, 2026 (T-1 day) (hereinafter referred to as the “Special Announcement on Investment Risks”), fully understand market risks, and participate prudently in this new share offering.

Valuation and Investment Risk Reminder

The offering price for this offering is 26.66 yuan per share. Please determine the reasonableness of the offering price based on the following circumstances.

According to the “Guidelines for Industry Statistical Classification of Listed Companies by the China Association of Listed Companies” (2023), the industry to which Shangshui Intelligent belongs is “C35 Specialized Equipment Manufacturing Industry.” The CSI Index Company’s “C35 Specialized Equipment Manufacturing Industry” static average price-earnings ratio for the most recent month is 41.56 times (as of April 1, 2026, T-4 day).

As of April 1, 2026 (T-4 day), the price-earnings ratio levels of comparable listed companies are as follows:

Data source: iFind

Note 1: If there are differences in the trailing digits for the P/E ratio calculation, they are caused by rounding;

Note 2: 2024 pre-/post-non-recurring EPS = attributable net profit to the parent company before/after deducting non-recurring gains and losses for 2024 divided by the total share capital as of T-4 day;

Note 3: Considering that Wuxi Liqi Shangwei has not been listed yet, and that the P/E ratio data for Leading Intelligent and Jinyin Galaxy are abnormal, these three comparable companies are excluded when calculating the average P/E ratio.

The issuer’s post-dilution price-earnings ratio based on the offering price of 26.66 yuan per share, with the issuer’s 2024 attributable net profit after deducting non-recurring gains and losses (lower of before/after), is 18.02 times, which is lower than the “C35 Specialized Equipment Manufacturing Industry” recent one-month average static P/E ratio of 41.56 times published by the CSI Index Company on April 1, 2026 (T-4 day); it is also lower than the comparable companies’ average static P/E ratio of 54.83 times based on 2024 attributable net profit to shareholders of the parent company (lower of before/after deducting non-recurring gains and losses). However, there is still a risk that a future decline in the issuer’s share price may cause losses to investors. The Issuer and the sponsoring institution (lead underwriter) remind investors to pay attention to investment risks, prudently assess the reasonableness of the issue price, and make rational investment decisions.

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