Softcom power information technology (Group) Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (co lead underwriter): China Securities Co.Ltd(601066)
Co lead underwriter: Minsheng Securities Co., Ltd
The application of softcom power information technology (Group) Co., Ltd. (hereinafter referred to as "softcom power" or "issuer") for the initial public offering of no more than 63529412 ordinary shares (A shares) (hereinafter referred to as "this offering") 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 [2022] No. 123).
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities") serves as the sponsor (co lead underwriter) of this offering, and Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities") serves as the co lead underwriter of this offering ( China Securities Co.Ltd(601066) securities and Minsheng securities are collectively referred to as "co lead underwriters"). After negotiation between the issuer and the joint lead underwriters, it is determined that the number of shares issued this time is 63529412, accounting for 15.00% of the total share capital after issuance. All new shares are issued to the public, and the issuer's shareholders do 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 joint lead underwriter specially draw the attention of investors 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 in Shenzhen market (hereinafter referred to as "online issuance").
The strategic placement of this offering shall be organized and implemented by the joint lead underwriters; The preliminary inquiry and offline issuance shall be organized and implemented by the joint lead underwriters 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 co lead underwriters shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by softcom power information technology (Group) 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, Eliminate all placing objects whose proposed purchase price is higher than 89.10 yuan / share (excluding 89.10 yuan / share); Eliminate all placing objects with the proposed subscription price of 89.10 yuan / share and the number of subscription less than 15.7 million shares (excluding 15.7 million shares); A total of 136 placing objects were excluded in the above process, and the total number of shares to be purchased was 805.7 million, accounting for 1.0178% of the total number of 791585 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
3. According to the preliminary inquiry results, the issuer and the joint lead underwriters, taking into account the effective subscription multiple, the industry of the issuer, the fundamentals of the issuer, the valuation level of comparable listed companies, market conditions, the demand for raised funds and underwriting risks, negotiated and determined that the issuance price is 72.88 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 4, 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 4, 2022 (t day). 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 issue price determined through negotiation between the issuer and the joint lead underwriters is 72.88 yuan / share. The issue price of this issue shall not exceed the median and weighted average of the quotation of offline investors after excluding the highest quotation and 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.
According to the final price, the strategic placement of this issuance is composed of the special asset management plan of the issuer's senior managers and core employees and other strategic investors. According to the final price, the final strategic placement shares of the special asset management plan for senior managers and core employees of the issuer are 3525053 shares, accounting for about 5.55% of the shares issued this time. The final number of strategic placement shares of other strategic investors was 5351259 shares, accounting for 8.42% of the number of shares issued this time.
The initial strategic placement of this issuance was 12705882 shares, accounting for 20.00% of this issuance. The final number of strategic placements in this offering is 8876312 shares, accounting for about 13.97% of this offering. The difference between the initial strategic placement and the final strategic placement is 38295700 shares, which will be transferred back to offline issuance.
5. The issue price is 72.88 yuan / share, and the corresponding P / E ratio is:
(1) 23.72 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) 20.85 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) 27.90 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) 24.52 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 2020 in accordance with Chinese accounting standards by the total share capital after this issuance).
6. The issue price is 72.88 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 softcom power is software and information technology services, and the industry code is "I65".
As of February 28, 2022 (T-4), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 56.53 times. As of February 28, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
In 2020, after deducting the static securities corresponding to the static market corresponding to the stocks deducting T-4 days in 2020, the securities code is short for non front EPS and non rear EPS closing price (yuan earnings ratio - price earnings ratio before deducting non front EPS - deducting non (yuan / share) (yuan / share) / share) (2020) (2020)
Neusoft Corporation(600718) Neusoft Corporation(600718) . SH 0.1056 -0.1206 12.89 122.07 -
Beyondsoft Corporation(002649) Beyondsoft Corporation(002649) . SZ 0.5592 0.4967 13.43 24.02 27.04
Northking Information Technology Co.Ltd(002987) Northking Information Technology Co.Ltd(002987) . SZ 1.2274 1.1466 37.79 30.79 32.96
Shanghai Newtouch Software Co.Ltd(688590) Shanghai Newtouch Software Co.Ltd(688590) . SH 0.4484 0.3550 19.84 44.25 55.89
Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) . SZ 0.5522 0.5058 23.83 43.15 47.11
China National Software And Service Company Limited(600536) 0354. HK 0.3086 0.3162 7.10 23.00 22.45
international
Average 47.88 37.09
Data source: wind information, data as of February 28, 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;
Note 3: the extreme value is excluded when calculating the average value of P / E ratio.
The issuance price of 72.88 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 27.90 times, lower than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable companies after deducting non recurring profits and losses in 2020, However, there is still a risk that the decline of the issuer's share price will bring losses to investors in the future. The issuer and the co 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, 328 investors have submitted valid quotations for this offline offering, and 6117 placing objects have been managed, accounting for 73.83% of the total number of placing objects after excluding invalid quotations; The total number of effective proposed subscriptions is 509259 million shares, accounting for 64.33% of the total number of subscriptions after excluding invalid quotations, which is 114470 times of the initial offline issuance scale after strategic placement callback and before online and offline callback.
(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 the same day published on cninfo (www.cn. Info. Com. CN.) "Preliminary inquiry and quotation" attached to the announcement of softcom power information technology (Group) Co., Ltd. on 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 of softcom power information technology (Group) Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the "letter of intent") is 350 million yuan, the offering price is 72.88 yuan / share, and the corresponding financing scale is 463 Beijing Creative Distribution Automation Co.Ltd(002350) 0 yuan, which is higher than the above-mentioned fund-raising demand amount.
(5) This offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the joint lead underwriter comprehensively consider the effective subscription multiple, the industry of the issuer, the fundamentals of the issuer, the valuation level of comparable listed companies, 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 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 joint lead underwriters cannot guarantee that the stock will not fall below the issue price after listing.
7. Based on the issuance price of 72.88 yuan / share and 63529412 new shares, the total amount of funds raised by the issuer is expected to be about 463 Beijing Creative Distribution Automation Co.Ltd(002350) 0 yuan. After deducting the estimated issuance cost of about 287705700 yuan (excluding value-added tax), the net amount of funds raised is expected to be about 4342317900 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.
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 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.
In terms of strategic placement, the senior managers and core employees of the issuer participated in the special asset management plan established by this strategic placement, and the restricted period of shares allocated to other strategic investors is 12 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the strategic investors will be satisfied with the allocated shares
