Guangzhou silinjie Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter):
The application of Guangzhou silinjie Technology Co., Ltd. (hereinafter referred to as "silinjie", "issuer" or "company") for the initial public offering of 16.67 million RMB common shares (A shares) (hereinafter referred to as "this offering") has been examined and approved by the members of the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange, It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 130). The sponsor (lead underwriter) of this offering is Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "sponsor (lead underwriter)". In this offering, the online pricing issuance to the social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market and the offline inquiry and placement to qualified offline investors 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 3 (T) 2022.
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 offline investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and non restricted depositary receipts market value in Shanghai market (hereinafter referred to as "online issuance").
The issuer and the recommendation institution (lead underwriter) directly determine the issuance price through preliminary inquiry from qualified offline investors, and offline bidding will not be conducted accumulatively.
The strategic placement, preliminary inquiry and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter) Minsheng securities. Strategic placement shall be conducted at the sponsor (lead underwriter); The preliminary inquiry and offline issuance are through the offline subscription electronic platform of Shanghai Stock Exchange（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the elimination rules agreed in the announcement on the arrangement and preliminary inquiry of initial public offering of shares by Guangzhou silinger Technology Co., Ltd. and listing on the science and innovation board, reach an agreement through consultation to eliminate all placing objects with a proposed subscription price higher than 79.21 yuan / share (excluding 79.21 yuan / share); Among the placing objects with the proposed purchase price of 79.21 yuan / share, all placing objects with the purchase quantity of less than 5 million shares are eliminated; If the proposed subscription price is 79.21 yuan / share, the number of subscription is 5 million shares, and the subscription time is 14:33:50.205 on February 28, 2022, 32 placing objects will be removed from the order from the back to the front according to the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 114 placing objects are excluded from the above, and the total number of shares to be purchased is 466.6 million, accounting for 1.0102% of the total number of 461873 million shares declared after excluding invalid quotations 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 evaluated the issuer's reasonable investment value, the number of shares in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, market conditions, the demand for raised funds and underwriting risks, and negotiated and determined that the offering price is 65.65 yuan / share, Offline issuance will no longer conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 3, 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 3, 2022 (t day). 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.
4. The issue price is 65.65 yuan / share, and the price earnings ratio corresponding to this price is:
(1) 52.24 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) 56.69 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) 69.66 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) 75.60 times (earnings per share in accordance with Chinese accounting standards approved by accounting firms in 2020)
The audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses is calculated by dividing the total share capital after the issuance
Calculate).
5. Investors are kindly requested to pay attention to the following situations and judge the rationality of the pricing of this offering:
The issue price is 65.65 yuan / share, which is lower than the remaining quotation of offline investors after excluding the highest quotation
As well as securities investment funds and other partial stock types established by public offering
Asset management products (hereinafter referred to as "public offering products") and social security managed by the social security fund investment manager
Fund (hereinafter referred to as "social security fund") and basic endowment insurance fund (hereinafter referred to as "pension") surplus
The lower of the median and weighted average of the quotation (hereinafter referred to as "four numbers") is 656586 yuan.
Investors are reminded to pay attention to the difference between the issuing price and the quotation of offline investors
Details of investors' quotations are published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Guangzhou slinger
Announcement on initial public offering of shares and listing on the science and Innovation Board of science and Technology Co., Ltd. (hereinafter referred to as "the announcement")
"Issuance announcement").
(2) The issuer's industry is C40 instrument manufacturing industry. As of February 28, 2022 (T-3)
The average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 34.78 times.
As of February 28, 2022 (T-3), the valuation levels of comparable A-share listed companies are as follows:
2020 deduction not 2020 deduction not T-3 day stock corresponding static market corresponding static market securities code securities abbreviation pre EPS (yuan / post EPS (yuan / closing price earnings ratio (deducting non earnings ratio (deducting non shares) (before yuan / share))
688112.sh dingyang technology 0.5035 0.471865.77 130.62 139.39
Shanghai Friendess Electronic Technology Corporation Limited(688188) .SH Shanghai Friendess Electronic Technology Corporation Limited(688188) 3.6935 3.0309 321.00 86.91 105.91
Shanghai Weihong Electronic Technology Co.Ltd(300508) .SZ Shanghai Weihong Electronic Technology Co.Ltd(300508) 0.3199 0.1598 35.39 110.63 221.40
Mean value --- 109.38 155.57
Data source: Hithink Royalflush Information Network Co.Ltd(300033) Ifind, data as of February 28, 2022 (T-3).
Note 1: calculation standard of EPS before / after deduction of non recurring profits and losses in 2020: it belongs to the parent company before / after deduction of non recurring profits and losses in 2020
Net profit of the company / total share capital on T-3 (February 28, 2022).
The issue price is 65.65 yuan / share, which corresponds to the issuer before and after deducting non recurring profits and losses in 2020
The low diluted P / E ratio is 75.60 times, which is higher than the industry of the issuer released by China Securities Index Co., Ltd
The average static P / E ratio of the last month is lower than that of comparable companies in the same industry after deducting non recurring profits and losses in 2020
The lower of the average static P / E ratio, there is a risk that the decline of the issuer's share price will bring losses to investors in the future
Insurance. The issuer and the recommendation institution (lead underwriter) draw investors' attention to investment risks and carefully study and judge the issuance
Reasonable pricing and rational investment.
(3) After the price of this offering is determined, the number of investors who have submitted effective quotations for this offline offering is
339, with 7844 managed placing objects, and the total number of effective proposed subscriptions is 316901 million
Shares, 285857 times the initial offline issuance scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of shares by Guangzhou silinjie Technology Co., Ltd. and listing on the science and innovation board is 557286600 yuan. The issue price is 65.65 yuan / share, and the corresponding financing scale is 1094385500 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 evaluate the issuer's reasonable investment value, the number of shares issued in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, and Market conditions, demand for raised funds, underwriting risk and other factors, and negotiate to determine the issue price. 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. (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.
6. The issuer expects to use the raised capital of 557286600 yuan for this raised investment project. Based on the issuance price of 65.65 yuan / share and the number of new shares issued of 16.67 million shares, the total amount of funds raised by the issuer is expected to be 10943855 million yuan. After deducting the expected issuance cost of 1188944 million yuan (excluding tax), the net amount of funds raised is expected to be 9754911 million yuan.
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.
7. 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 Shanghai Stock Exchange.
In accordance with the measures for the administration of public pension funds, pension funds and other funds issued by Chinese enterprises under the measures for the administration of public pension funds, pension funds and other funds issued by Chinese enterprises under the measures for the administration of foreign enterprises, 10% of the final allocation account (rounded up) shall promise that the holding period of the shares allocated this time is 6 months from the date of the issuer's initial public offering and listing. The sales restriction period will be determined by lottery after offline investors complete their payment. The lottery number in the online lower limit sale period will be allocated according to the placing object, and each placing object will be allocated a number. Once offline investors quote, they will be deemed to accept the online lower limit selling period arrangement of this offering.
For the strategic placement part, the restricted period of the shares allocated to Minsheng Securities Investment Co., Ltd., the relevant subsidiary of the sponsor, is 24 months, and the restricted period starts from the date when the shares issued to the public are listed on the Shanghai Stock Exchange.
8. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
9. For the subscription of this issuance, any investor can only choose offline or online, and all investors 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.
10. 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 subscription according to the issue price plus the bank deposit interest in the same period.
11. Investors must pay attention to investment risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate to take measures to suspend the issuance:
(1) After offline subscription, the effective offline subscription quantity 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) After deducting the final strategic placement, the total number of shares paid and 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) According to Article 36 of the measures for the administration of securities issuance and underwriting and the section of Shanghai Stock Exchange
