Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
The application of Beijing Geling Shentong Information Technology Co., Ltd. (hereinafter referred to as “Geling Shentong”, “issuer” or “company”) for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by 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. 64).
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
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 7, 2022 (t day).
The issuer and the 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 strategic placement, preliminary inquiry and offline issuance of this offering shall be organized and implemented by the lead underwriter. Strategic placement is conducted at Haitong Securities Company Limited(600837) ; 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.
In this offering, the selection of strategic placement investors is comprehensively determined as the follow-up investment of relevant subsidiaries of the sponsor (the follow-up investment institution is Haitong innovation Securities Investment Co., Ltd.) after considering the qualification of investors and market conditions.
2. The issuer and the lead underwriter directly determine the issuance price through preliminary inquiry from qualified offline investors, and offline bidding will not be conducted accumulatively.
3. After the preliminary inquiry, the issuer and the lead underwriter reach an agreement through consultation in accordance with the exclusion rules agreed in the announcement on the issuance arrangement and preliminary inquiry of Beijing Geling Shentong Information Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “announcement on issuance arrangement and preliminary inquiry”), Eliminate all placing objects whose proposed subscription price is higher than 64.00 yuan / share (excluding 64.00 yuan / share); Among the placing objects with a proposed subscription price of 64 yuan / share, all placing objects with a subscription amount of less than 3.5 million shares (excluding 3.5 million shares) are eliminated. A total of 143 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 1040.3 million shares, accounting for 1.0025% of the total number of 1037699 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. According to the preliminary inquiry results, the issuer and the lead underwriter negotiated and determined that the price of this issuance is 39.49 yuan / share, and the offline issuance will not be subject to cumulative bidding inquiry, taking into account 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.
Investors are requested to make online and offline subscription at this price on March 7, 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 7, 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.
5. According to the provisions of the measures for the administration of securities issuance and underwriting, if the issuer has not yet made a profit, it may not disclose the market sales rate of the issuance and the relevant information compared with the market sales rate of the same industry. It shall disclose the market sales rate, market to book ratio and other valuation indicators reflecting the characteristics of the industry in which the issuer is located. Therefore, this offering selects the market sales rate that can reflect the characteristics of the issuer’s industry as the valuation index.
The issue price is 39.49 yuan / share, and the corresponding market sales ratio is:
(1) 22.57 times (the income per share is calculated by dividing the operating income audited by the accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 30.10 times (the income per share is calculated by dividing the operating income audited by the accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after the issuance);
6. The issue price is 39.49 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) The offering price is 39.49 yuan / share, which is lower than the median and weighted average of the remaining quotations of offline investors after 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 and weighted average (hereinafter referred to as “four numbers”) of the remaining quotations of the social security fund (hereinafter referred to as “social security fund”) and the basic endowment insurance fund (hereinafter referred to as “pension”) managed by the social security fund investment manager is 394954 yuan.
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 published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Beijing Geling Shentong Information Technology Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance announcement”).
(2) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is software and information technology services (Industry Code “I65”). As of March 2, 2022 (T-3), the average static market sales rate of software and information technology service industry (Industry Code “I65”) released by China Securities Index Co., Ltd. in the latest month was 56.59 times.
As of March 4, 2022 (T-3), the market sales rate of listed companies whose main business is similar to that of the issuer is as follows:
Securities code securities abbreviation market value of the company (in 2020, the operating revenue corresponds to the static market sales rate of yuan) (in hundred million yuan) (Times)
688207.sh Geling deep pupil 730489 2.427230.10
Listing of comparable companies
Arcsoft Corporation Limited(688088) .SH Arcsoft Corporation Limited(688088) 1412880 6.8319 20.68
Hangzhou Arcvideo Technology Co.Ltd(688039) .SH Hangzhou Arcvideo Technology Co.Ltd(688039) 417565 3.6589 11.41
0020.hk shangtang-w 17517612 34510350.76
Average number of comparable companies 27.62
Data source: wind information, data as of March 2, 2022 (T-3).
Note: (1) the market value and operating income of comparable companies are measured in RMB, and the exchange rate conversion price is the middle rate of RMB exchange rate in the inter-bank foreign exchange market on March 2, 2022: HK $1 to RMB 081054; (2) There may be mantissa difference in the calculation of market sales rate, which is caused by rounding.
The market value of the company corresponding to the issuance price of 39.49 yuan / share is 7.305 billion yuan. In 2020, the operating revenue of Geling Shentong was 2427156 million yuan, and the market sales rate corresponding to the issuance price was 30.10 times, higher than the average of comparable companies in the same period. On the whole, the market sales rate of the company is higher than the average level of comparable companies in the same period, and there is a risk that the decline of the issuer’s share price will bring losses to investors in the future. The issuer and the lead underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
(3) Investors are reminded that after the issuance price is determined, the number of investors who have submitted effective quotations for this offline issuance is 210, the number of placement objects managed is 4633, and the total number of effective proposed subscriptions is 459612 million shares, 130771 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 Beijing Geling Shentong Information Technology Co., Ltd. and its listing on the science and innovation board is RMB 1 million. The offering price is RMB 39.49/share, and the corresponding financing scale is RMB 1826223100, which is higher than the above-mentioned fund-raising demand amount, The remaining funds after the actual net raised funds meet the needs of the raised investment project will be used for the working capital related to the company’s main business or used in accordance with the relevant provisions of the regulatory authority.
(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 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, fund-raising needs, underwriting risks 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.
(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 the risk awareness, strengthen the value investment concept and avoid blind speculation. Regulators, issuers and lead underwriters cannot guarantee that the shares will not fall below the issue price after listing.
7. The issuer expects to use the raised capital of 1 billion yuan for this raised investment project. Based on the issuance price of 39.49 yuan / share and the number of new shares issued of 46245205 shares, the total amount of funds raised by the issuer is expected to be 1826223100 yuan, after deducting the issuance expenses of 156133000 yuan (excluding tax), the net amount of funds raised is expected to be 1670090200 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 Shanghai Stock Exchange.
In the offline issuance part, public offering products, social security funds, pensions, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as “enterprise annuity funds”), insurance funds in accordance with the measures for the administration of the use of insurance funds and other relevant provisions (hereinafter referred to as “insurance funds”) and qualified foreign institutional investors’ funds are placed, 10% of the final allocated account (rounded up) shall promise that the restricted 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 the relevant subsidiaries of the recommendation institution is 24 months, which shall be calculated from the date of listing of the shares publicly issued on the Shanghai Stock Exchange.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
10. 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. 11. 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.
12. Investors must pay attention to investment risks. In case of the following circumstances, the issuer and the 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 relevant subsidiary of the recommendation institution fails to follow up the investment in accordance with the guidelines for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange and its commitments;
(5) The issuer’s major post meeting events in the issuance process affect the issuance;
(6) 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 lead underwriter will timely announce the reasons for suspension of issuance, resumption of issuance arrangements and other matters. After the suspension of issuance, within the validity period of the registration decision agreed by the CSRC and on the premise of meeting the regulatory requirements for post meeting matters, after filing with the Shanghai Stock Exchange, the issuer and the lead underwriter will choose the opportunity to restart the issuance
