Wankong Zhizao Co., Ltd
Special announcement on investment risk of initial public offering
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
The application of Wankong Zhizao Co., Ltd. (hereinafter referred to as the “issuer”) for the initial public offering of 60 million RMB common shares (A shares) (hereinafter referred to as the “issuance”) has been approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) zjxk [2022] No. 302. This offering is conducted through 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-Shares or non restricted depositary receipts in Shanghai market with a certain market value (hereinafter referred to as “online issuance”). The sponsor (lead underwriter) of this offering is Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor (lead underwriter)”).
1. Please pay attention to the issuance process, online and offline subscription, payment and other links of this issuance. The main contents are as follows:
(1) According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s fundamentals, industry, valuation level of comparable companies, market environment and other factors, and negotiate to determine the issuance price of 9.42 yuan / share. The offline issuance will not conduct cumulative bidding inquiry.
The offline issuance and Subscription Date and online subscription date are the same as March 1, 2022 (t day), and there is no need to pay subscription funds during subscription. Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
(2) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
(3) Offline investors shall, according to the announcement on preliminary placement results and online winning results of offline issuance of shares in initial public offering of Wankong Zhizao Co., Ltd. (hereinafter referred to as “announcement on preliminary placement results and online winning results of offline issuance”), according to the finally determined issuance price and allocated quantity before 16:00 on March 3 (T + 2) 2022, Pay the subscription funds for new shares in full and on time. Offline investors are allocated multiple new shares every day. Please pay for each new share separately. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves.
After online investors win the lot in the subscription of new shares, they shall settle according to the preliminary placement results of offline issuance and online winning lot
The announcement fulfills the obligation of capital settlement and ensures that its capital account will have sufficient new share subscription funds on March 3 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
(4) When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
(5) If the offline investor who provides effective quotation fails to participate in the subscription or the offline investor who obtains the preliminary placement fails to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. If online investors fail to pay in full after winning the lottery three times in a row within 12 months, they shall not participate in the subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months.
2. Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that they have made substantive judgment or guarantee on the investment value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
3. Investors who intend to participate in this offering and subscription should carefully read the information posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 28, 2022 The full text of the prospectus for the initial public offering of shares of Wankong Zhizao Co., Ltd., the abstract of the prospectus and other documents. Investors are reminded to pay special attention to the chapters of “tips on major matters” and “risk factors” in the prospectus, fully understand the risk factors of the issuer, judge its operation status and investment value by themselves, and make investment decisions prudently. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves.
4. The shares issued online and offline this time have no circulation restrictions and lock-in period arrangements, and will begin to circulate from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
5. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s fundamentals, industry, valuation level of comparable companies, market environment and other factors, and negotiate to determine the issuance price of 9.42 yuan / share, and the corresponding P / E ratio is:
(1) 19.54 times (earnings per share is calculated by dividing the net profit attributable to the owner of the parent company in 2020 audited by an accounting firm and determined in accordance with Chinese accounting standards before and after deducting non recurring profits and losses, whichever is lower, by the total number of shares before this issuance).
(2) 22.98 times (earnings per share is calculated by dividing the net profit attributable to the owner of the parent company in 2020 audited by an accounting firm and determined in accordance with Chinese accounting standards before and after deducting non recurring profits and losses by the total number of shares after the issuance, and the total number of shares after the issuance is 401 million shares based on 60 million shares issued this time).
According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the issuer is electrical machinery and equipment manufacturing industry (industry code C38), and the industry average static P / E ratio in the latest month issued by China Securities Index Co., Ltd. is 44.47 times (as of February 23, 2022). The business of the issuer is similar to that of 9 listed companies including Beijing Creative Distribution Automation Co.Ltd(002350) and others. Based on the earnings per share in 2020 and the average price of 20 trading days before February 23, 2022 (inclusive), the average static P / E ratio of comparable listed companies in 2020 (excluding outliers) is 66.47 times. The P / E ratio corresponding to the offering price is lower than the industry average static P / E ratio of the latest month and the average static P / E ratio of comparable listed companies in 2020, but there is still a risk that the decline of the issuer’s share price will bring losses to investors in the future.
6. Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. The quotation of offline investors is detailed in the same day’s China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Announcement on initial public offering of shares of Wankong Zhizao Co., Ltd.
7. 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) negotiate and determine the offering price according to the preliminary inquiry and taking into account the issuer’s fundamentals, industry, valuation level of comparable companies, market environment and other factors. Any investor who participates in the subscription shall be deemed to have accepted the issue price. If the investor does not recognize the pricing method and price of this issue, it is suggested not to participate in this issue.
8. 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.
9. Based on the issuance price of 9.42 yuan / share and the number of 60 million new shares issued, the total amount of funds raised is expected to be 565.2 million yuan. After deducting the issuance cost of 608611 million yuan (excluding value-added tax), the net amount of funds raised is expected to be 5043389 million yuan. There is a risk that the increase of net assets due to the acquisition of raised funds 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.
10. Offline and online investors do not need to pay subscription funds when applying for subscription. For the subscription of this issuance, any placing object can only choose offline or online, and all placing objects participating in offline quotation, subscription and placement shall no longer participate in online subscription; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions is invalid.
Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
11. Investors shall pay the subscription funds in full and on time after receiving the allotment. When online investors fail to pay in full after winning the lottery three times in a row within 12 months, they are not allowed to participate in the subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months.
12. After the completion of this offering, it can only be publicly listed on the Shanghai Stock Exchange after being approved by the Shanghai Stock Exchange. If the approval is not obtained, the shares issued this time will not be listed, and the issuer will return them to the investors participating in the online subscription according to the issue price plus the bank deposit interest for the same period.
13. The issuer and the sponsor (lead underwriter) solemnly remind investors that investors should adhere to the concept of value investment and participate in the subscription of this issuance. We hope that investors who recognize the investment value of the issuer and hope to share the growth achievements of the issuer will participate in the subscription.
14. This special announcement on investment risk does not guarantee to reveal all the investment risks of this issuance. It is recommended that investors fully understand the characteristics and risks of the securities market, rationally evaluate their own risk tolerance, and make an independent decision on whether to participate in the subscription of this issuance according to their own economic strength and investment experience. 15. All shares of the issuer are tradable shares. For the limited sale period of shares before this offering, see the prospectus for the relevant commitment and arrangement of the restricted sale period. The above share restriction arrangement is a voluntary commitment made by relevant shareholders in accordance with relevant laws and regulations based on the governance needs of the issuer and the stability of operation and management.
16. Investors should pay attention to investment risks. In this offering, the issuer and the sponsor (lead underwriter) will negotiate to take measures to suspend the offering in case of any of the following circumstances:
(1) After offline subscription, the actual total subscription amount of the placing object with effective quotation is less than the initial offline issuance quantity;
(2) If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is dialed back to the offline;
(3) The total number of shares subscribed by offline and online investors is less than 70% of the number of this public offering;
(4) The issuer’s major post meeting events in the issuance process affect the issuance;
(5) The CSRC shall supervise the process of securities issuance and underwriting during and after the event. If it is suspected of violating laws and regulations or there are abnormal circumstances, it shall order the issuer and underwriter to suspend or suspend the issuance, and investigate and deal with relevant matters.
In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will implement measures to suspend the issuance, and disclose the reasons for the suspension and subsequent arrangements. After the suspension of the issuance, within the validity period of the issuance approval document, the issuer and the recommendation institution (lead underwriter) can choose the opportunity to restart the issuance after filing with the CSRC.
Issuer: sponsor (lead underwriter) of Wankong Zhizao Co., Ltd.: Guotai Junan Securities Co.Ltd(601211) February 28, 2022
(there is no text on this page, which is the seal page of the special announcement on investment risk of initial public offering of Wankong Zhizao Co., Ltd.)
Issuer: Wankong Zhizao Co., Ltd. date:
This is the first public announcement of Wanzhi Co., Ltd. (no seal)
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
