Zhuhai Gaoling Information Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): China Greatwall Securities Co.Ltd(002939)
The application of Zhuhai Gaoling Information Technology Co., Ltd. (hereinafter referred to as “Gaoling information”, “issuer” or “company”) for the initial public offering of 23226595 ordinary 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. 201). The sponsor (lead underwriter) of this offering is China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as “sponsor (lead underwriter)”, ” China Greatwall Securities Co.Ltd(002939) ).
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 4, 2022 (t day).
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 sponsor (lead underwriter) China Greatwall Securities Co.Ltd(002939) is responsible for organizing and implementing the strategic placement, preliminary inquiry and offline issuance of this offering. 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 Zhuhai Gaoling Information Technology Co., Ltd. for initial public offering and listing on the science and innovation board, eliminate all the placing objects whose proposed subscription price is higher than 61.34 yuan / share (excluding 61.34 yuan / share); The proposed subscription price is 61.34 yuan / share, and all placing objects whose subscription quantity is less than 6.5 million shares are eliminated; The proposed subscription price is 61.34 yuan / share, the subscription quantity is equal to 6.5 million shares, and the subscription time is equal to 14:50:39.142 on March 1, 2022. Among the placing objects, 60 placing objects are removed 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 98 placing objects were excluded in the above process, and the total number of shares to be purchased was 559.1 million, accounting for 1.0016% of the total number of 558183 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) negotiated and determined the offering price of 51.68 yuan / share by comprehensively considering the fundamentals of the issuer, the number of shares in this public offering, the industry of the issuer, the valuation level of comparable listed companies, market conditions, the demand for raised funds and underwriting risks, Offline issuance will no longer conduct cumulative bidding inquiry.
The price of this offering is higher than the median and weighted average of the effective quotation of offline investors excluding the highest quotation, as well as securities investment funds and other partial share asset management products established by public offering (hereinafter referred to as “public offering products”) The lower of the median quotation and weighted average of the National Social Security Fund (hereinafter referred to as “social security fund”) and the basic old-age insurance fund (hereinafter referred to as “pension”) is 0.5856%.
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), 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.
4. The issue price is 51.68 yuan / share, and the price earnings ratio corresponding to this price is:
(1) 32.93 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) 37.91 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) 43.91 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)
Calculate);
(4) 50.55 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. The issue price is 51.68 yuan / share. Investors are requested to judge the issue price according to the following conditions
Rationality of price:
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the company
The industry is computer, communication and other electronic equipment manufacturing (C39), as of March 1, 2022
(T-3), computer, communication and other electronic equipment manufacturing industry released by China Securities Index Co., Ltd
(C39) the average static P / E ratio in the last month is 44.28 times. The valuation levels of comparable listed companies are as follows:
2020 deduction not 2020 deduction not T-3 day shares corresponding static corresponding static securities code securities abbreviation pre EPS (post yuan EPS (post yuan closing price P / E ratio (deducting P / E ratio (deducting / share) / share) (yuan / share) not before) not after)
Genew Technologies Co.Ltd(688418) Genew Technologies Co.Ltd(688418) 0.2227 0.1730 13.01 58.42 75.20
Rockontrol Technology Group Co.Ltd(688051) Rockontrol Technology Group Co.Ltd(688051) 2.2881 1.8405 43.1 18.84 23.42
Shenzhen Sinovatio Technology Co.Ltd(002912) Shenzhen Sinovatio Technology Co.Ltd(002912) 1.4317 1.3759 30.18 21.08 21.93
Surfilter Network Technology Co.Ltd(300311) Surfilter Network Technology Co.Ltd(300311) 0.0254 -0.0249 9.05 356.3 ——
Mean value — 113.66 40.18
Data source: wind, data as of March 1, 2022
Note: 1. The calculation criterion of EPS before / after deducting non recurring profits and losses in 2020 is: it belongs to the parent company before / after deducting non recurring profits and losses in 2020
Net profit of the company / total share capital on T-3 (March 1, 2022).
2. There may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
3. Surfilter Network Technology Co.Ltd(300311) 2020, the corresponding static P / E ratio is negative, so it will be excluded when calculating the average value.
The issue price of 51.68 yuan / share corresponds to the lower of the issuer before and after deducting non recurring profits and losses in 2020
The diluted P / E ratio is 50.55 times, which is higher than the latest figure of the issuer’s industry published by China Securities Index Co., Ltd
The monthly average static P / E ratio is higher than the average static P / E ratio of comparable companies in the same industry, and there is a risk of future development
There is a risk of loss to investors as share prices fall. The issuer and the lead underwriter draw investors’ attention to the investment
Capital risk, carefully study and judge the rationality of issuance pricing and make investment rationally.
(2) Draw investors’ attention to the difference between the offering price and the offline investors’ quotation,
The quotation of offline investors is published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Pearl
Haigaoling Information Technology Co., Ltd. initial public offering of shares and listing on the science and Innovation Board
(hereinafter referred to as the “issuance announcement”).
(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, the issuer’s industry, market conditions, demand for raised funds, underwriting risk and other factors. The offering price is higher than the lower of the median and weighted average of the effective quotation of offline investors after excluding the highest quotation, as well as the median and weighted average of the quotation of securities investment funds and other partial share asset management products established by public offering, national social security fund and basic endowment insurance fund. 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) 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 1502075200 yuan for this raised investment project. Based on the issuance price of 51.68 yuan / share and the number of new shares issued of 23226595 shares, the total amount of funds raised by the issuer is expected to be 12003504 million yuan. After deducting the estimated issuance cost of 900769 million yuan (excluding tax), the net amount of funds raised is expected to be 11102735 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.
Offline issuance, public offering products, social security funds, pensions, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds, insurance funds in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and funds of qualified foreign institutional investors, 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. In the strategic placement part, the restricted period for the relevant subsidiaries of the recommendation institution to follow up the investment of the allocated shares is 24 months. Other strategic investors promise to obtain the restricted period of the shares placed this time is 12 months from the date of the issuer’s initial public offering and listing.
The restricted sale period shall be calculated 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) The total amount of offline subscription is less than the initial number of offline issuance;
(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 Article 27 of the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange: if the CSRC and the Shanghai Stock Exchange find that there are suspected violations or abnormalities in the process of securities issuance and underwriting, they may order the issuer and underwriter to suspend or suspend the issuance, Investigate and deal with relevant matters.
In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will timely announce the reasons for suspension of issuance, resumption of issuance arrangements and other matters. Upon the approval of the CSRC, the registration of the issuer shall be suspended within the period of validity upon the approval of the issuer and the underwriter.
