Shenzhen Han nationality Numerical Control Technology Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Shenzhen Han CNC Technology Co., Ltd. (hereinafter referred to as “Han CNC”, “issuer” or “company”) for initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and listing on the gem 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 [2021] No. 4134).
After negotiation between the issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor (lead underwriter)”), the number of shares issued this time is 42 million, all of which are new shares 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 recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares and listing on the gem of Shenzhen Han CNC Technology Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the quotation of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 93.50 yuan / share (including 93.50 yuan / share) will be eliminated. A total of 123 placing objects were excluded in the above process, and the total number of shares to be purchased was 781.4 million, accounting for 1.0147% of the total number of 77009.8 million shares to be purchased after excluding the quotation of unqualified investors 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 recommendation institution (lead underwriter) have negotiated and determined that the price of this issuance is 76.56 yuan / share based on the effective subscription multiple, the valuation level of comparable companies in the industry, the issuer’s industry, the issuer’s fundamentals, market conditions, the demand for raised funds and underwriting risks, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on February 16, 2022 (t day), without paying subscription funds. The offline issuance and Subscription Date and online subscription date are the same as February 16, 2022 (t day), in which the offline subscription time is 09:30-15:00, and the online subscription time is 09:15-11:30, 13:00-15:00.
3. The price of this offering shall not be higher than the median and weighted average of the quotation of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”) and the National Social Security Fund (hereinafter referred to as “social security fund”) established through public offering after excluding the highest quotation The lower of the median quotation and weighted average of the basic endowment insurance fund (hereinafter referred to as “pension”), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “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.
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 2.1 million 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 in Shenzhen market and the market value of non restricted Depositary Receipts (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 76.56 yuan / share, and the corresponding P / E ratio is:
(1) 95.32 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);
(2) 97.56 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);
(3) 105.91 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);
(4) 108.40 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).
6. The issue price is 76.56 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 China Securities Regulatory Commission, the industry of the company is “C35 special equipment manufacturing industry”. As of February 10, 2022 (T-4), the average static P / E ratio of “C35 special equipment manufacturing industry” released by China Securities index in the latest month is 38.88 times.
The issuance price of 76.56 yuan / share corresponds to the lower diluted P / E ratio of the issuer’s net profit attributable to the parent before and after deducting non recurring profits and losses in 2020, which is 108.40 times higher than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd., and there is a risk of loss to investors due to the decline of stock price in the future. The issuer and the recommendation institution (lead underwriter) remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
As of February 10, 2022 (T-4), the P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
2020 deduction 2020 deduction T-4 day stock corresponding static City corresponding static City securities code securities abbreviation non front EPS non back EPS closing price earnings ratio deduction non front earnings ratio deduction non back (yuan / share) (yuan / share) (yuan / share) (2020) (2020)
300410 Guangdong Zhengye Technology Co.Ltd(300410) -0.8481 -0.8576 10.53 – –
688312 Shenzhen Yanmade Technology Inc(688312) 0.7098 0.6093 26.38 37.16 43.30
688630 Circuit Fabology Microelectronics Equipment Co.Ltd(688630) 0.5881 0.4547 56.36 95.84 123.95
688700 Kunshan Dongwei Technology Co.Ltd(688700) 0.5965 0.5363 54.84 91.93 102.26
Arithmetic mean 74.98 89.84
Data source: wind information, data as of February 10, 2022
Note 1: there may be mantissa difference in the calculation of P / E ratio, which 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.
The issuance price of 76.56 yuan / share corresponds to the lower diluted P / E ratio before and after deducting non recurring profits and losses in 2020, which is 108.40 times higher than the average static P / E ratio of comparable companies in 2020. There is a risk that the decline of the issuer’s share price will bring losses to investors in the future. The issuer and the recommendation institution (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, the number of investors who have submitted valid quotations for this offline offering is 256, and the number of placement objects managed is 6025, accounting for 65.33% of the total number of all placement objects after excluding invalid quotations; The total number of effective proposed subscriptions is 45217.5 million shares, accounting for 58.72% of the total number of subscriptions after excluding invalid quotations, which is 1329.14 times the initial offline issuance scale before online and offline callback after strategic placement.
(3) Investors are reminded to pay attention to the difference between the issue price and the quotation of offline investors. For the quotation of offline investors, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) published on the same day Shenzhen Han’s CNC Technology Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the “issuance announcement”).
(4) The fund-raising demand amount disclosed in the letter of intent for initial public offering of shares and listing on the gem of Shenzhen Han’s CNC Technology Co., Ltd. (hereinafter referred to as the “letter of intent”) is 1706.532 million yuan, the issuance price is 76.56 yuan / share, and the corresponding financing scale is 3215.52 million yuan, which is higher than the above-mentioned fund-raising demand amount.
(5) The pricing of this offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the effective subscription multiple, the valuation level of comparable companies in the industry, the industry of the issuer, the fundamentals of the issuer, 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 marketization of pricing, understand that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing. 7. The issuer plans to use the raised funds to invest 1706.532 million yuan in this issuance. Based on the issue price of 76.56 yuan / share and 42 million shares, if the issue is successful, the total amount of funds raised is expected to be 3215.52 million yuan. After deducting the issue cost of 133.7417 million yuan (excluding value-added tax), the net amount of funds raised is expected to be 30817783 million yuan.
There is a risk of significant increase in net assets due to the acquisition of raised funds, which will have an important impact on the issuer’s production.
8. The shares issued online this time are not subject to circulation restrictions and restricted sales period. They can be circulated from the date when the shares issued to the public are listed on the gem of 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 on their behalf.
10. Offline investors shall pay the subscription funds in full and on time according to the final issuance price and allocated amount before 16:00 on February 18, 2022 (T + 2), according to the announcement on the initial public offering of shares by Shenzhen Han CNC Technology Co., Ltd. and the preliminary placement results of offline issuance listed on the gem.
After the online investors win the lot in the subscription of new shares, they shall fulfill the obligation of capital settlement in accordance with the announcement on the results of the initial public offering of shares by Shenzhen Han CNC Technology Co., Ltd. and listing on the gem, so as to ensure that their capital account has sufficient capital for the subscription of new shares by the end of February 18 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
Offline investors, like the same placing object, are allocated multiple new shares on the same day. They must pay for each new share in full and fill in the remarks in accordance with the specifications. If the placing object has insufficient funds for a single new share, all the new shares allocated to the placing object on that day will be invalid, and the resulting consequences shall be borne by the investors themselves.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
11. If the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
12. The placing object shall strictly comply with the industrial regulatory requirements of China Securities Association, and the subscription amount shall not exceed the corresponding asset scale or capital scale. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, they will be punished
