Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
Initial public offering and listing on GEM
Issuance announcement
Sponsor (lead underwriter): China Merchants Securities Co.Ltd(600999)
hot tip
Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as "Sanwei Tiandi", "issuer" or "company") in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the "underwriting measures"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167], hereinafter referred to as the "administrative measures") ”）、 Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the "special provisions"), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the "detailed rules for the implementation of initial public offerings") Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as "detailed rules for the implementation of online issuance") and code for underwriting initial public offerings under the registration system (zzxf [2021] No. 213) (hereinafter referred to as "underwriting code") ）And other relevant laws and regulations, regulatory provisions, self-discipline rules and other documents, organize the implementation of IPO and listing on GEM.
The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
Investors are kindly requested to focus on the issuance process, online subscription and payment, disposal of share abandonment, etc., as follows:
1. This issuance adopts the method of online subscription based on market value and direct pricing issuance to social public investors (hereinafter referred to as "online issuance"), and all shares are issued online to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market, without offline inquiry and placement.
2、 The issuer and China Merchants Securities Co.Ltd(600999) (hereinafter referred to as "sponsor (lead underwriter)" or " China Merchants Securities Co.Ltd(600999) ") have negotiated and determined that the offering price is 30.28 yuan / share based on comprehensive consideration of the issuer's industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors. Investors should pay this price on December 27, 2021 (t day) purchase through the trading system of Shenzhen Stock Exchange and online subscription by market value, and there is no need to pay the subscription fund. The online subscription date is December 27, 2021 (t day), and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
4. After online investors win the lottery for new shares, The company shall fulfill the obligation of capital settlement in accordance with the announcement on the results of lottery of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) initial public offering and online pricing issuance listed on the gem (hereinafter referred to as the announcement on the results of online lottery) and ensure that its capital account is opened on December 29, 2021 There will be sufficient subscription funds for new shares on (T + 2) day, and the insufficient part will be deemed as abandoning the subscription. The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors' funds shall comply with the relevant regulations of the securities company where the investors are located.
5. The shares abandoned by online investors shall be underwritten by the sponsor (lead underwriter). When the total number of shares subscribed by online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
6. If the online investor fails to make full payment after winning the lottery for 3 times in a row within 12 months, it shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant's latest declaration of abandonment of subscription.
7、 The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and make rational investment. Please carefully read Beijing 3D Tiandi Science & Technology Co.Ltd(600582) published in China Securities News, Shanghai Securities News, securities times and Securities Daily on December 24, 2021 (t-1) Special announcement on investment risks of initial public offering and listing on GEM, fully understand market risks and prudently participate in this new share issuance.
8. The issuer and the recommendation institution (lead underwriter) promise that there are no post meeting events affecting the issuance. Valuation and investment risk tips
1、 According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of 3D world is "software and information technology service industry" (industry classification code is I65). The static average p / E ratio of the industry published by China Securities Index Co., Ltd. in the latest month is 61.03 times (as of December 22, 2021) (T-3)), please refer to investors when making decisions. The issuance price is 30.28 yuan / share, and the corresponding net profit diluted P / E ratio before and after deducting non recurring profits and losses in 2020 is 44.81 times, which is lower than the static average p / E ratio of the industry in the latest month issued by China Securities Index Company on December 22, 2021.
New share investment has great market risks. Investors need to fully understand the risks of new share investment and gem market, carefully study the risks disclosed in the issuer's prospectus, fully consider risk factors and prudently participate in this new share issuance.
2. The issuer issued 19.35 million new shares this time, and there is no transfer of old shares in this issue. The amount of capital required by the issuer's raised investment project plan is RMB 500.3159 million. According to the offering price of 30.28 yuan / share, the issuer expects to raise a total of 585.918 million yuan, After deducting the estimated issuance expenses, it is about 70.3784 million yuan After (excluding value-added tax), it is estimated that the net amount of raised funds will be about 515.5396 million yuan, and the part exceeding the amount required by the raised investment project plan will be used for purposes related to the company's main business. This issuance has significant impact on the issuer's production and operation mode, operation management and risk control ability, financial status, profitability and Risks that have an important impact on the long-term interests of shareholders.
3. If the issuer's raised funds are not used properly or its business cannot grow synchronously in the short term, it will have an adverse impact on the issuer's profitability or there is a risk of a significant decline in the issuer's return on net assets, resulting in a decline in the issuer's valuation level and stock price, resulting in the risk of investment loss to investors.
Important tips
1、 The application of 3D Tiandi for initial public offering of no more than 19.35 million common shares (A shares) and listing on the gem (hereinafter referred to as "this offering") has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange, and has been approved for registration in the document No. 3858 [2021] of China Securities Regulatory Commission. The sponsor (lead underwriter) of this offering is China Merchants Securities Co.Ltd(600999) 。 The issuer's stock is abbreviated as "three dimensional world" and the stock code is "301159", which is used for online subscription of this issuance. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the company's industry is "software and information technology service industry (I65)".
2、 Issuer and sponsor (the lead underwriter) negotiated and determined that the number of new shares to be issued in this public offering is 19.35 million, accounting for 25.02% of the total number of shares of the company after this offering, of which 19.35 million shares are issued online, accounting for 100% of the total number of shares issued in this offering, all of which are new shares to be issued in public, and the shareholders of the company do not offer shares in public. The total share capital after this public offering is 77.35 million shares There are no circulation restrictions and lock-in arrangements.
3. The issuer and the recommendation institution (lead underwriter) have negotiated and determined the issuance price of this online offering as 30.28 yuan / share by comprehensively considering the issuer's industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors. The price earnings ratio corresponding to this price is:
(1) 33.42 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 before the issuance);
(2) 33.60 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) 44.58 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 the issuance);
(4) 44.81 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 2020 in accordance with Chinese accounting standards by the total share capital after this issuance).
The P / E ratio corresponding to this price does not exceed the industry's static data released by China Securities Index Co., Ltd. in the latest month
4. Important issues of online distribution
The online subscription time of this offering is: 9:15-11:30 and 13:00-15:00 on December 27, 2021 (t day). The securities account shall be opened in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "Shenzhen Branch") before December 27, 2021 and 20 trading days before December 23, 2021 (T-2 day) Investors (excluding those prohibited by laws and regulations of the people's Republic of China) who hold non restricted A-Shares or non restricted depositary receipts in Shenzhen market on an average daily basis (including T-2 days) may subscribe for the shares issued online through the trading system, and natural persons shall be in accordance with the measures for the implementation of the appropriateness management of investors on the gem of Shenzhen Stock Exchange (revised in 2020) And other regulations have opened the trading authority of the gem (except those prohibited by national laws and regulations). Online investors shall independently express their purchase intention, and shall not fully entrust securities companies to purchase new shares on their behalf.
The investor shall determine the online subscription limit according to the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as "market value"), according to the 20 trading days before December 23, 2021 (T-2) The average daily holding market value (including T-2 days) shall be calculated. If the opening time of the investor's relevant securities account is less than 20 trading days, the average daily holding market value shall be calculated as 20 trading days. If the investor holds multiple securities accounts, the market values of multiple securities accounts shall be calculated together. The market value of the investor's relevant securities account shall be calculated according to the number of shares included in the market value calculation range in its securities account and the corresponding market value The product of the closing price. The online subscription quota of investors shall be determined according to the market value held by investors, Holding a market value of more than 10000 yuan Only investors (including 10000 yuan) can participate in the subscription of new shares. One subscription unit can be subscribed for every 5000 yuan market value, and the part less than 5000 yuan shall not be included in the subscription limit. Each subscription unit is 500 shares, and the subscription quantity shall be 500 shares or integral multiples thereof, but the maximum subscription quantity shall not exceed one thousandth of the number of shares issued online, that is, 19000 shares, and shall not be Exceeding the upper limit of its subscription amount calculated by market value. If the subscription amount exceeds the online subscription amount calculated according to the market value, CSDCC Shenzhen Branch will invalidate the excess. For the subscription entrustment of new shares whose subscription quantity exceeds the upper limit of subscription, the trading system of Shenzhen Stock Exchange will treat the entrustment as invalid and automatically revoke it.
During the subscription period, the investor shall fill in the entrustment form according to the entrusted purchase of shares and the determined issuance price. Once declared, the order shall not be cancelled.
Investors who participate in the subscription of online public offering shares can only use one securities account. If the same investor uses multiple securities accounts to participate in the subscription of the same new share, or if the investor uses the same securities account to participate in the subscription of the same new share for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid. If an investor holds multiple securities accounts, the market value of multiple securities accounts shall be calculated jointly. The principle of confirming that multiple securities accounts are held by the same investor is that the "account holder name" and "valid identity document number" in the securities account registration data are the same. The registration data of securities account shall be subject to the end of T-2 day.
The market value of the credit securities account of the margin trading customer is calculated into the market value held by the investor, and the market value of the refinancing guarantee securities detailed account of the securities company is calculated into the market value held by the securities company.
5. Online investor payment
After the investor wins the lottery for the subscription of new shares, The payment obligation shall be performed in accordance with the announcement of online lottery results announced on December 29, 2021 (T + 2). When making payment, online investors shall abide by the relevant provisions of the securities company where the investor is located. December 29, 2021 At the end of the (T + 2) day, the successful investor shall ensure that there is sufficient subscription funds for new shares in his capital account, and the insufficient part shall be deemed as abandoning the subscription. The resulting consequences and relevant legal liabilities shall be borne by the investor.
When online investors fail to pay in full after winning the lottery three times in a row within 12 months, The clearing participant shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated according to 180 natural days, including the next day) from the next day after the last declaration of abandonment of subscription by the clearing participant. 6. See "IV. suspension of Issuance" for possible suspension of this issuance.
7. This announcement only briefly describes the issue of shares and does not constitute investment suggestions. investor
