Jiangyin Biaobang Auto Parts Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (co lead underwriter): China Securities Co.Ltd(601066)
Co lead underwriter: Gf Securities Co.Ltd(000776)
The application of Jiangyin Biao Auto Parts Co., Ltd. (hereinafter referred to as “Biao shares” or “issuer”) for the initial public offering of no more than 22.5 million common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 3).
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”) serves as the sponsor (joint lead underwriter) of this offering, and Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “) serves as the joint lead underwriter of this offering ( China Securities Co.Ltd(601066) securities and Gf Securities Co.Ltd(000776) hereinafter collectively referred to as “joint lead underwriters”).
After negotiation between the issuer and the joint lead underwriters, it is determined that the number of shares issued this time is 22.5 million, accounting for 25.00% of the total share capital after issuance. All new shares are issued to the public, and the shareholders of the issuer will not transfer their old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the joint lead underwriter specially draw the attention of investors to the following contents:
1. After the preliminary inquiry, the issuer and the co lead underwriters shall, in accordance with the exclusion rules stipulated in the announcement on initial public offering and listing on the gem of Jiangyin advertised Auto Parts Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), after excluding the preliminary inquiry results that do not meet the quotation requirements of investors, Eliminate all placing objects whose proposed purchase price is higher than 49.80 yuan / share (excluding 49.80 yuan / share); All placing objects with the proposed subscription price of 49.80 yuan / share and the subscription amount of less than 4.6 million shares (excluding 4.6 million shares) will be eliminated. A total of 122 placing objects were excluded in the above process, and the total number of shares to be purchased was 605.1 million, accounting for 1.0024% of the total number of 60364 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
2. According to the preliminary inquiry results, the issuer and the joint lead underwriters, taking into account the effective subscription multiple, the industry of the issuer, the fundamentals of the issuer, the valuation level of comparable listed companies, market conditions, the demand for raised funds and underwriting risks, negotiated and determined that the price of this issuance is 40.25 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 February 9, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The offline issuance and Subscription Date and online subscription date are February 9, 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 issue price determined through negotiation between the issuer and the joint lead underwriters is 40.25 yuan / share. The issue price of this issue shall not exceed the median and weighted average of the quotation of offline investors after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”) National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment insurance fund (hereinafter referred to as “pension”) 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, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
This offering does not arrange strategic placement to other external investors. According to the issuing price, the relevant subsidiaries of the sponsor will not participate in the strategic placement. Finally, this issuance will not be targeted to strategic investors. The difference between the initial strategic placement and the final strategic placement of 1125000 shares will be transferred back to offline issuance.
4. This issuance is finally carried out by a combination of offline inquiry and placement to qualified investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding non restricted A-share shares or non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
5. The issue price is 40.25 yuan / share, and the corresponding P / E ratio is:
(1) 22.49 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 21.88 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before this issuance);
(3) 29.99 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance);
(4) 29.18 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance).
6. The issue price is 40.25 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry to which the shares belong is automobile manufacturing industry, and the industry code is “C36”. As of January 27, 2022 (T-4), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 33.07 times.
As of January 27, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
In 2020, after deducting the static securities corresponding to the static market corresponding to the stocks deducting T-4 days in 2020, the securities code is short for non front EPS and non rear EPS closing price (yuan earnings ratio – price earnings ratio before deducting non front EPS – deducting non (yuan / share) (yuan / share) / share) (2020) (2020)
Sichuan Chuanhuan Technology Co.Ltd(300547) 300547. SZ 0.52 0.48 13.90 26.73 29.19
Tianjin Pengling Group Co.Ltd(300375) 300375. SZ -0.10 -0.36 3.85 -39.83 -10.60
Changzhou Tenglong Auto Parts Co.Ltd(603158) 603158. SH 0.44 0.40 14.50 32.62 36.11
Anhui Zhongding Sealing Parts Co.Ltd(000887) 000887. SZ 0.41 0.24 21.01 51.67 86.37
Ningbo Tip Rubber Technology Co.Ltd(605255) 605255. SH 0.47 0.42 14.76 31.58 35.48
Average 35.65 46.79
Data source: wind information, data as of January 27, 2022 (T-4).
Note 1: if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding;
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent before / after deduction of non recurring profit and loss in 2020 / total share capital on T-4 day;
Note 3: negative value is excluded when calculating the average value of P / E ratio;
Note 4: among the comparable companies disclosed in the letter of intent on offering, the Suolin shares have not been listed, so they are not included in the valuation comparison of comparable companies.
The issuance price of 40.25 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 29.99 times lower than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable companies after deducting non recurring profits and losses in 2020, However, there is still 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 underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(2) After the price of this offering is determined, 323 investors have submitted valid offers for this offline offering, and the number of placement objects managed is 7196, accounting for 73.12% of the total number of all placement objects after excluding invalid offers; The total number of effective proposed subscriptions is 430422 million shares, accounting for 71.30% of the total number of subscriptions after excluding invalid quotations, which is 2675.51 times of the initial offline issuance scale after strategic placement callback and before online and offline callback.
(3) Investors are reminded to pay attention to the difference between the issuing price and the quotation of offline investors. For the quotation of offline investors, please refer to the same day published on cninfo (www.cn. Info. Com. CN.) The attached table “preliminary inquiry and quotation” of the announcement on the initial public offering and listing of Jiangyin Auto Parts Co., Ltd. on the gem (hereinafter referred to as the “issuance announcement”).
(4) The fund-raising demand amount disclosed in the letter of intent of Jiangyin advertised Auto Parts Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “letter of intent”) is 566.7081 million yuan, the offering price is 40.25 yuan / share, and the corresponding financing scale is 905.625 million yuan, which is higher than the above-mentioned fund-raising demand amount.
(5) This offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the joint lead underwriter comprehensively consider the effective subscription multiple, the industry of the issuer, the fundamentals of the issuer, the valuation level of comparable listed companies, market conditions Determine the issue price through negotiation based on the demand for raised funds, underwriting risk and other factors. The offering price does not exceed the lower of the median and weighted average of the offline investors’ quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. If any investor participates in the subscription, it shall be deemed that it has accepted the issue price. If there is any objection to the issue pricing method and issue price, it is suggested not to participate in this issue.
(6) Investors should pay full attention to the risk factors contained in the pricing marketization, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, and avoid blind speculation. Regulators, issuers and joint lead underwriters cannot guarantee that the stock will not fall below the issue price after listing.
7. Based on the issuance price of 40.25 yuan / share and the issuance of 22.5 million new shares, the total amount of funds raised by the issuer is expected to be about 905.625 million yuan. After deducting the estimated issuance cost of about 67.5796 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 838.0454 million yuan.
There is a risk that the net asset scale will increase significantly due to the acquisition of raised funds, which will have an important impact on the issuer’s production and operation mode, operation management and risk control ability, financial status, profitability and long-term interests of shareholders.
8. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed 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, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
10. Offline investors shall, according to the announcement on the results of initial public offering of shares by Jiangyin advertised Auto Parts Co., Ltd. and listing on the gem offline preliminary placement, timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on February 11 (T + 2) 2022.
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-mentioned 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, all 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 lottery of new shares, online investors shall fulfill the obligation of capital delivery in accordance with the announcement on the results of initial public offering and online lottery of Jiangyin advertised Auto Parts Co., Ltd. and listing on the gem, so as to ensure that their capital account will eventually have sufficient new share subscription funds on February 11 (T + 2) 2022,
