Recently, according to the fixed increase instruction issued by the new third board innovation layer company teres Energy Equipment Co., Ltd. (hereinafter referred to as teres, 834014. NQ), the actual controller of the company signed a gambling agreement with China Securities Co.Ltd(601066) Investment Co., Ltd. (hereinafter referred to as China Securities Co.Ltd(601066) investment), a direct investment subsidiary of China Securities Co.Ltd(601066) securities (601066. SH), It is promised that the company will submit and accept the IPO application to the North stock exchange before December 31, 2022, otherwise it needs to buy back shares or compensate.
Established in 1997 and located in Changzhou City, Jiangsu Province, teres is engaged in the research and development, production and sales of natural gas gathering and transmission system, core products and intelligent control and supporting equipment. It was listed on the new third board in November 2015. The company plans to issue 3.92 million shares this time at an issue price of 7.33 yuan / share and plans to raise 28.734 million yuan.
There are three issuing objects for this fixed increase, namely China Securities Co.Ltd(601066) investment, Xu Jie, chairman of teres, and Li Yafeng, general manager. Among them, China Securities Co.Ltd(601066) investment is the largest issuance object. This time, it subscribed 2.42 million shares, with a subscription amount of 17.739 million yuan, accounting for 61.7% of the total fund-raising amount.
Teres closed at 18.5 yuan / share on February 11, and the issue price is far lower than the share price of the secondary market. Does the company involve low-cost issuance?
Teres said that according to wind data, as of January 25, 2022, the weighted average price of the company in the first 180 trading days was 13.08 yuan / share. In addition, since August 2021, the range increase of the company has reached 114.85% and the highest increase has reached 150.67%. Therefore, the above trading day average price and the current secondary market price of the company have no significant reference for the fixed increase price.
“The issuing price of the company is 7.33 yuan / share, which is higher than the net assets of the company of 4.45 yuan per share, which is significantly higher than the directional issuing price (4.8 yuan / share) in 2020. The issuing price is reasonable and fair.” Teres said.
China Securities Co.Ltd(601066) is now the sponsor broker of teres and the sponsor of teres listed on the Beijing stock exchange. According to the official website of Jiangsu securities regulatory bureau, teres has submitted the guidance filing document for listing on the Beijing stock exchange in November 2021, and the guidance organization is China Securities Co.Ltd(601066) .
According to the guidelines for the application of regulatory rules – Information Disclosure of shareholders of enterprises applying for initial public listing, if the issuer adds new shareholders within 12 months before submitting the IPO application, it shall fully disclose the basic information of the new shareholders, the reasons for their participation, the price of their participation and the basis for pricing in the prospectus, the new shareholders and the intermediaries of this offering, their principals, senior managers Whether the handling personnel are related. If the transaction price of the issuer’s natural person shareholder’s shares is obviously abnormal, the intermediary institution shall check the basic information of the shareholder, the background of shares and other information.
In other words, if Tris’s IPO application is accepted by the end of this year, China Securities Co.Ltd(601066) will need to check the basic information, pricing basis, background and other information of the “surprise share purchase” invested by its wholly-owned subsidiary China Securities Co.Ltd(601066) .
It is worth noting that the actual controllers of teres Xu Jie, Li Yafeng, Zheng Wei and Gu Wenyong also signed a gambling agreement with China Securities Co.Ltd(601066) investment. The actual controller of teres promised that the company would submit an IPO application to the Beijing stock exchange before December 31, 2022 and obtain formal acceptance.
If Tris fails to achieve its goal, China Securities Co.Ltd(601066) investment requires Tris’s actual controller to repurchase all or part of the equity of the company held by Tris due to this issuance at the agreed price. In addition to the right to claim repurchase, China Securities Co.Ltd(601066) investment has the right to require the actual controller of tris to make joint payment to China Securities Co.Ltd(601066) investment after calculating the investment income during the actual occupation of funds at the annualized interest rate of 8% based on the subscription money.
Whether a company can be listed depends on the financial indicators, information disclosure, standardization and other conditions. Only from the financial point of view, teres has reached the first listing standard of the Beijing stock exchange. According to the statement of fixed increase, teres achieved operating revenue of 502 million yuan, 493 million yuan and 380 million yuan respectively in the first three quarters of 2019, 2020 and 2021. The net profit attributable to the parent company in the same period was 54 million yuan, 92 million yuan and 44 million yuan respectively, and the weighted average return on net assets was 23.36%, 31.67% and 13.08% respectively.
According to the interface news reporter, gambling agreements are common in the financing cases of the new third board market. According to the statistics of wind, since January 1, 2021 to now, 53 gambling agreements have been signed by the companies listed on the new third board, of which 30 gambling agreements have been completed, 8 have failed, and the rest are still in progress, Teres is the first gambling agreement conditional on the acceptance of the IPO of the Beijing stock exchange.
