Xingtong Shipping Co., Ltd
Special announcement on investment risk of initial public offering (the second time) sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Xingtong Shipping Co., Ltd. (hereinafter referred to as the “issuer”) for the initial public offering of no more than 50 million 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. 303.
After negotiation between the issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor (lead underwriter)”), the number of shares issued this time is 50 million, all of which are new shares issued to the public. The offering will be implemented through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and the offline subscription electronic platform on March 15, 2022 (t day). The preliminary inquiry work of this issuance has been completed. The determined issuance price is 21.52 yuan / share, and the corresponding diluted P / E ratio in 2021 is 22.99 times (earnings per share is calculated according to the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 audited by the accounting firm divided by the total share capital after this issuance), It is higher than the average static P / E ratio of “G55 water transportation industry” released by China Securities Index Co., Ltd. in the latest month, and also higher than the average static P / E ratio of comparable listed companies in 2020. There is a risk that the issuer’s valuation level will return to the industry average p / E ratio in the future and the decline of share price will bring losses to new share investors.
According to the measures on strengthening the supervision of new share issuance (CSRC announcement [2014] No. 4) and other relevant provisions, the issuer and the sponsor (lead underwriter) will continuously issue special announcements on investment risk in China Securities Journal, Shanghai Securities Journal, securities times and securities daily three weeks before online subscription. The announcement time is February 21, 2022 On February 28, 2022 and March 7, 2022, the timing of subsequent issuance will be postponed and brought to the attention of investors.
The online and offline subscription originally scheduled for February 22, 2022 will be postponed to March 15, 2022, and the publication of the announcement on the initial public offering of shares of Xingtong Shipping Co., Ltd. will be postponed. The online roadshow originally scheduled to be held on February 21, 2022 is deferred to March 14, 2022.
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
(I) investors are kindly requested to pay special attention to the issuance process, quotation elimination rules, online and offline subscription and
1. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) have negotiated and determined the issue price of 21.52 yuan / share by comprehensively considering the issuer’s fundamentals, industry, market conditions, demand for raised funds and other factors. Investors are requested to make online and offline subscription at this price on March 15, 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 the same as March 15, 2022 (t day), in which 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. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the inquiry results after excluding the invalid quotation, quote all the placing objects from high to low according to the declared price, and from small to large according to the proposed purchase quantity of the placing objects at the same declared price For the same purchase price and the same purchase quantity, it shall be sorted from late to early according to the application time (the application time shall be subject to the records of the subscription platform of Shanghai Stock Exchange), the same proposed purchase price and the same proposed purchase quantity according to the order of placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange from back to front at the same application time, and the quantity with the highest quotation in the total amount of proposed purchase shall be excluded, The excluded proposed subscription amount shall not be less than 10% of the total proposed subscription amount of offline investors. When the maximum declared price is the same as the determined issue price, the Declaration on the price can no longer be excluded, and the exclusion proportion can be less than 10%. The excluded part shall not participate in offline subscription.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
4. Offline investors shall, according to the announcement of offline preliminary placement results and online winning results of initial public offering of shares by Xingtong Shipping Co., Ltd. (hereinafter referred to as “announcement of offline preliminary placement results and online winning results”), determine the issuance price and preliminary placement quantity before 16:00 on March 17 (T + 2) 2022, Pay the subscription funds 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 subscription of new shares, they shall fulfill the obligation of capital delivery in accordance with the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on March 17 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant regulations 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).
5. 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.
6. If the offline investors with valid quotation fail to participate in the subscription and the offline investors who obtain the preliminary placement fail 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 an online investor fails to pay in full after winning the lottery three times in a row within 12 months, he shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
(II) any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a 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.
(III) investors who intend to participate in this offering and subscription must carefully read the information published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 21, 2022 The full text of the prospectus for the initial public offering of shares of Xingtong Shipping Co., Ltd., the abstract of the prospectus for the initial public offering of shares of Xingtong Shipping Co., Ltd., 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 issuer’s risk factors, 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.
(IV) the shares issued offline this time have no circulation restrictions and locking arrangements, and the circulation of the shares issued this time will begin from the date of listing and trading 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.
(V) the price of this offering is 21.52 yuan / share. Investors are requested to judge the rationality of the pricing of this offering according to the following circumstances.
1. According to the industry classification guidelines of listed companies issued by the CSRC, the industry of the issuer is “G55 water”
Transportation industry “. As of February 16, 2022, the average static P / E ratio of “G55 water transportation industry” released by China Securities Index Co., Ltd. in the latest month was 18.73 times.
The P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
February 20222020
Earnings per share in the first 20 days of the 16th – 20202020 securities code securities abbreviation average deduction of non front (yuan / earnings per share – deduction of static P / E ratio – price of static P / E ratio (including current shares) (yuan / share) non back (yuan / share) non front (Times) – non back (Times) days) (yuan / share)
Nanjing Tanker Corporation(601975) Nanjing Tanker Corporation(601975) 2.01 0.2865 0.1940 7.02 10.35
Cosco Shipping Energy Transportation Co.Ltd(600026) Cosco Shipping Energy Transportation Co.Ltd(600026) 5.55 0.4981 0.5054 11.14 10.98
Nanjing Shenghang Shipping Co.Ltd(001205) Nanjing Shenghang Shipping Co.Ltd(001205) 29.78 0.9298 0.9292 32.03 32.05
Mean 16.73 17.79
Data source: wind information, data as of February 16, 2022.
Note 1: the above EPS calculation criteria are: net profit attributable to the parent company before / after deduction in 2020 / total share capital on February 16, 2022;
Note 2: if there is any difference between the above figures, it is caused by rounding and retaining two decimal places;
Note 3: as of February 16, 2022, the above comparable companies have not disclosed the annual report of 2021, so there is no P / E ratio data of 2021. The issue price is 21.52 yuan / share, which corresponds to the lower of the issuer before and after deducting non recurring profits and losses in 2021. The diluted P / E ratio of the net profit attributable to the shareholders of the parent company is 22.99 times, which is higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and higher than the average static P / E ratio of comparable listed companies in 2020, There is a risk that the issuer’s valuation level will return to the industry average p / E ratio in the future, and the decline of share price will bring losses to new share investors. 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. 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 Journal, securities times, securities daily and Shanghai Stock Exchange (www.sse. Com. CN.) published on February 21, 2022 Announcement on preliminary inquiry results and postponement of initial public offering of shares of Xingtong Shipping Co., Ltd.
3. 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) negotiate and determine the price of this offering according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, industry, market conditions, fund-raising demand and other factors. Any investor who participates in the subscription shall be deemed to have accepted the issue price; If there is any objection to the pricing method and price of the offering, it is recommended not to participate in this offering.
4. This offering may have the risk of falling below the offering price after listing. 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.
(VI) based on the issuance price of 21.52 yuan / share and the number of 50 million shares, the total amount of funds raised is expected to be 1076 million yuan. After deducting the issuance cost of 857333 million yuan (excluding tax), the net amount of funds raised is expected to be 990266700 yuan, which does not exceed the amount of funds raised for the project disclosed in the prospectus. 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.
(VII) for the subscription of this issuance, any investor can only choose offline or online way to apply for the subscription, and all investors participating in offline quotation, subscription and placement shall not participate in online subscription again; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions is invalid. (VIII) after the end 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.
(IX) 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.
(x) investors are invited to pay attention to risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate and take measures to suspend the issuance:
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. In case of other special circumstances, the issuer and the recommendation institution (principal)
