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 Shaanxi Sri new materials Co., Ltd. (hereinafter referred to as "Sri new materials", "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. 162).
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 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 sponsor (lead underwriter) is responsible for organizing and implementing the strategic placement, preliminary inquiry and offline issuance of this offering. 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 strategic placement investors are comprehensively determined as the follow-up investment of the relevant subsidiaries of the sponsor (the follow-up investment institution is Haitong innovation Securities Investment Co., Ltd.) after considering the investor qualification and market conditions The issuer's senior managers and core employees are composed of special asset management plan (i.e. Haitong futures Sri new material employees participate in the collective asset management plan of strategic placement on the science and Innovation Board).
2. 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.
3. After the preliminary inquiry, the issuer and the sponsor (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 Shaanxi Sirui new materials Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the announcement on the issuance arrangement and preliminary inquiry), Eliminate all placing objects whose proposed purchase price is higher than 12.88 yuan / share (excluding 12.88 yuan / share); Among the placing objects with a proposed subscription price of 12.88 yuan / share, all placing objects with a subscription quantity of less than 14 million shares are eliminated. If the proposed subscription price is 12.88 yuan / share, the number of subscription is 14 million shares, and the subscription time is 14:54:29.415 on March 2, 2022, 93 placing objects will be eliminated 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 103 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 1419.3 million shares, accounting for 1.0018% of the total number of 1416712 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. Based on the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) negotiated and determined the offering price of 10.48 yuan / share by comprehensively considering the issuer's fundamentals, the number of shares in this public offering, the issuer's industry, 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.
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. The issue price is 10.48 yuan / share, and the corresponding P / E ratio is:
(1) 72.41 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) 90.92 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) 80.45 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 the issuance);
(4) 101.03 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).
6. The issue price is 10.48 yuan / share. Investors are requested to judge the issue price according to the following conditions
Rationality of.
(1) The issue price is 10.48 yuan / share, which is lower than that of offline investors and remains after excluding the highest quotation
The median and weighted average of the quotation, as well as the securities investment funds and other partial shares established by public offering
Type 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 104807 yuan.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors
The quotation is published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Shaanxi Sirui new materials Co., Ltd
Announcement on the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as the "issuance announcement").
(2) The issue price is 10.48 yuan / share, which corresponds to the issuer before and after deducting non recurring profits and losses in 2020
The low diluted P / E ratio was 101.03 times, higher than the industry average published by China Securities Index Co., Ltd
Static P / E ratio, there is a risk that future stock price decline will bring losses to investors.
Issuer and sponsor (principal)
The underwriter) reminds investors to focus on investment risks, carefully study and judge the rationality of issuance pricing, and make rational investment decisions
Capital.
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company
It is non-ferrous metal smelting and rolling processing industry (industry code is "C32"). As of February 3, 2023
Non ferrous metal smelting and rolling processing industry (Industry Code "C32") issued by China Securities Index Co., Ltd
The average static P / E ratio in the last month was 53.93 times.
As of March 2, 2022 (T-3), the P / E ratio of listed companies whose main business is similar to that of the issuer
The details are as follows:
2020 deduction not 2020 deduction not T-3 day stock corresponding static market corresponding static market securities code securities referred to as pre EPS (yuan / post EPS (yuan / closing price (yuan / earnings ratio (before deduction) earnings ratio (after deduction) shares) (shares)
Ningbo Boway Alloy Material Co.Ltd(601137) .SH Ningbo Boway Alloy Material Co.Ltd(601137) 0.5429 0.5061 19.55 36.01 38.63
Jiangyin Electrical Alloy Co.Ltd(300697) .SZ Jiangyin Electrical Alloy Co.Ltd(300697) 0.3472 0.3261 12.31 35.46 37.75
Mean 35.73 38.19
Data source: wind, as of March 2, 2022 (T-3)
Note 1: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding;
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent company before / after deduction of non recurring profit and loss in 2020 / 2022
Total share capital on March 2, 2013 (T-3);
Note 3: the comparable companies Wieland and KME in the same industry disclosed in the prospectus are not listed companies, so they are not included in the valuation comparison;
Note 4: Jinchang Lanyu, a comparable company in the same industry disclosed in the prospectus, is a listed company on the new third board. The new third board is quite different from the science and innovation board in terms of liquidity and valuation system, so it is not included in the valuation comparison.
The diluted P / E ratio of the issuer corresponding to the issuance price of 10.48 yuan / share in 2020, which is lower before and after deducting non recurring profits and losses, is 101.03 times, which is higher than the average static P / E ratio of comparable companies in the same industry before deducting non parent net profit and higher than the average static P / E ratio of comparable companies in the same industry after deducting non parent net profit, 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 recommendation institution (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, 275 investors have submitted effective quotations for the offline issuance, 6536 placing objects have been managed, and the total number of effective planned subscriptions is 8852790 shares, which is 325386 times of the initial offline issuance scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent for initial public offering and listing on the science and Innovation Board of Shaanxi Sri new materials Co., Ltd. is 3620876 million yuan, the issuance price is 10.48 yuan / share, and the corresponding financing scale is 4193048 million yuan, 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 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. 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 sponsors (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 3620876 million yuan for this raised investment project. Based on the issuance price of 10.48 yuan / share and the number of new shares issued of 40.01 million shares, the total amount of funds raised by the issuer is expected to be 4193048 million yuan. After deducting the issuance expenses of about 62.394 million yuan (excluding tax), the net amount of funds raised is expected to be 3569108 million yuan (if there is a mantissa difference, it is caused by rounding). 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, the restricted period of the shares allocated by the relevant subsidiaries of the sponsor is 24 months. The employees of Haitong futures Sri new materials participated in the collective asset management plan for the strategic placement of the science and innovation board and promised that the restricted period of the shares allocated this time is 1 month from the date of the issuer's initial public development and listing
