China Automotive Research Institute Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM
Sponsor (lead underwriter): China Galaxy Securities Co.Ltd(601881)
The application for the initial public offering of RMB common shares (A shares) (hereinafter referred to as the "issuance") and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as the "issuer") has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 51).
After negotiation between the issuer and the sponsor (lead underwriter) China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "sponsor (lead underwriter)"), the number of shares issued this time is 330.6 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. This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") Offline inquiry 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 market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
The strategic placement of this offering shall be organized and implemented by the sponsor (lead underwriter); The inquiry and offline issuance are organized and implemented by the sponsor (lead underwriter) through the offline issuance electronic platform of Shenzhen Stock Exchange; Online issuance is carried out through the trading system of Shenzhen Stock Exchange.
2. 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 by China Automotive Research automobile testing ground Co., Ltd. and listing on the gem (hereinafter referred to as the "announcement on preliminary inquiry and promotion"), after excluding the preliminary inquiry results of investors who do not meet the requirements, All placing objects whose subscription price is higher than 5.60 yuan / share (excluding 5.60 yuan / share) shall be eliminated by consensus; The subscription price is 5.60 yuan / share, and the placing objects with the proposed subscription quantity of less than 90 million shares (excluding 90 million shares) are eliminated; For the placing objects whose subscription price is 5.60 yuan / share, the number of shares to be subscribed is equal to 90 million shares, and the subscription time is 14:54:06:765 on February 18, 2022, 32 placing objects will be removed from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. A total of 118 placing objects were excluded in the above process, and the total number of shares to be purchased was 6759.6 million, accounting for 1.0121% of the total number of 667865.7 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.
3. Based on the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the remaining quotation, the number of proposed subscriptions, the effective subscription multiple, the issuer's industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks, and negotiate to determine the issue price of 3.80 yuan / share, Offline issuance will no longer conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on February 24, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. 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.
4. The issuing price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 3.80 yuan / share, which does not exceed the median and weighted average of offline investors' quotation after excluding the highest quotation, as well as 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.
The strategic placement object of this issuance is other strategic investors. According to the final issuance price, the final strategic placement number is 54999999 shares, accounting for 16.64% of the issuance number. The difference between the initial strategic placement and the final strategic placement number is 24530001 shares, which are transferred back to offline issuance.
5. The corresponding price earnings ratio of this issue is 80.3 yuan / share:
(1) 40.21 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) 37.62 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) 53.60 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) 50.20 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 offering price is 3.80 yuan / share. Investors are requested to judge the rationality of the offering 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 China Automobile Corporation is "M74 professional and technical service industry". As of February 18, 2022 (T-4), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 32.41 times. The issuance price of 3.80 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 53.60 times higher than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd., with an excess range of 65.38%. There are four reasons:
First, the company's comprehensive service level is high. The company has complete site types and advanced technical indicators. The site test technical services of laws and regulations and R & D can meet the main needs of all types of customers. At the same time, the company has obtained various qualifications related to the regulatory certification of automobile test sites from the competent departments such as the Ministry of industry and information technology, the Ministry of transport and the national certification and Accreditation Administration, as well as relevant qualifications related to tire export certification in relevant regions and countries such as the European Union and Brazil.
The company can provide customers with all-round, high standard and one-stop convenient site test technical services.
Second, the company has a prominent position in the industry. The company is a large-scale comprehensive automobile testing ground with large total floor area, long total test road mileage and high total safety capacity in China. It is one of the most important third-party comprehensive automobile testing grounds in China. The mileage, speed, characteristic pavement types and other technical indicators of relevant site road facilities are in the forefront of the industry. From 2017 to 2019, the relative market share of the four major automobile test sites in China, namely, the Ministry of communications test site, Chongqing West automobile test site, Xiangfan Automobile test site and China Automobile Co., Ltd. test site, exceeded 50%, with a relatively high level of market share.
Third, the company has strong profitability. During the reporting period, the gross profit margin of the company's main business was 75.48%, 73.90%, 73.36% and 73.96% respectively, much higher than that of comparable companies in the same industry, and the net profit margin of sales was 40.63%, 39.85%, 34.13% and 36.21%. The company can provide one-stop site test technical services for all kinds of customers. At the same time, it has advanced test site management information system and rich experience in automobile test site management and operation. The site service quality is reliably guaranteed, and the site test technical services provided by the company have high added value. Fourth, the company adheres to scientific and technological innovation. The company attaches great importance to R & D, attaches importance to applying leading technologies in various fields to technical services, and has cultivated a high-level and high-quality technical R & D talent team in business development, so as to lay a professional talent foundation for continuously improving the company's site test technical service ability. Company cumulative withdrawal
26 patents were obtained. The above patents have strong universality and wide application range, which provides an innovative foundation for the construction of subsequent test sites and technical services of the company.
(2) As of February 18, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
T-4 day shares in 2020 will be deducted from the corresponding static city in 2020. The corresponding static City securities code securities abbreviation ticket closing price is not before EPS and after EPS (yuan / earnings ratio (Times) - earnings ratio (Times) - (yuan / share) (yuan / share))
002967.SZ Guangzhou Grg Metrology&Test Co.Ltd(002967) 22.21 0.4092 0.2570 54.28 86.42
601965.SH China Automotive Engineering Research Institute Co.Ltd(601965) 15.23 0.5645 0.4972 26.98 30.63
Average 40.63 58.53
Data source: wind, as of February 18, 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. The issuance price of 3.80 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 53.60 times lower than the average static P / E ratio of comparable listed companies after deducting non recurring profits and losses, but higher than the average static p / E ratio of the industry in the latest month published by China Securities Index Co., Ltd, 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 rationally.
(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 China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) published on the same day Announcement on the initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as the "issuance announcement"). (4) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as the "letter of intent") is 75 million yuan, the issuance price is 3.80 yuan / share, and the corresponding financing scale is 1256.28 million yuan, which is higher than the above-mentioned fund-raising demand amount.
(5) This offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the issuer's industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. The issue price does not exceed the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, which is 3.8024 yuan / share. 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 recommendation institutions (lead underwriters) can not guarantee that the stock will not fall below the issue price after listing. 7. Based on the issuance price of 3.80 yuan / share and 330.6 million new shares, the total amount of funds raised by the issuer is expected to be 1256.28 million yuan. After deducting the issuance cost of 70.2708 million yuan (excluding value-added tax), the net amount of funds raised is 1186.092 million yuan (if there is a slight difference in the mantissa, it is caused by rounding).
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 preliminary inquiry and quotation and offline purchase, they do not need to be managed for them
