Ganzhou Tengyuan cobalt industry new material Co., Ltd
Announcement on IPO and listing on GEM
Sponsor (lead underwriter): Dongxing Securities Corporation Limited(601198)
hot tip
Ganzhou Tengyuan cobalt industry new material Co., Ltd. (hereinafter referred to as “Tengyuan cobalt industry”, “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 “administrative measures”) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Regulations such as the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), the 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”), The China Securities Association (hereinafter referred to as the “association”), the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213, hereinafter referred to as the “underwriting code”) and the rules for the administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212), and other relevant provisions, And the Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the detailed rules for the implementation of the IPO and underwriting business of Shenzhen Stock Exchange on the gem (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as “the detailed rules”), the proposal of the gem stock issuance Regulation Committee on promoting the game balance of new shares and ensuring the smooth and orderly issuance of new shares Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online IPO”) and detailed rules for the implementation of offline IPO in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as “detailed rules for the implementation of offline IPO”), The measures for the implementation of the appropriateness management of investors on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020), as well as the relevant provisions of the Shenzhen Stock Exchange on stock issuance and listing rules and the latest operation guidelines, organize and implement the initial public offering of shares by Tengyuan cobalt industry and listing on the growth enterprise market.
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as “offline issuance electronic platform”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Clearing Shenzhen Branch”). Offline investors are requested to carefully read this announcement and the implementation rules of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and 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.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) issued by the CSRC on September 18, 2021, and the practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by the Shenzhen Stock Exchange The code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213) issued by the China Securities Association invites investors to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), after excluding the preliminary inquiry results that do not meet the quotation requirements of investors, Eliminate all placing objects whose proposed purchase price is higher than 290.65 yuan / share (including 290.65 yuan / share); The proposed subscription price is 290.00 yuan / share, and all placing objects whose subscription amount is less than 5.7 million shares (including 5.7 million shares) are eliminated. A total of 124 placing objects were excluded in the above process, and the total number of shares to be purchased was 347.1 million, accounting for 1.0087% of the total number of 3440977 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked “high price rejection” in the attached table “preliminary inquiry and quotation”.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the industry of the issuer, the valuation level of comparable listed companies, market conditions, the demand for raised funds, underwriting risks and other factors, and negotiate to determine that the price of this issuance is 173.98 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 8, 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 8, 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.
3. Strategic placement:
The initial strategic placement quantity of this issuance is 6297380 shares, accounting for 20% of this issuance quantity.
The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”), the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation 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. According to item (IV) of Article 39 of the implementation rules, the relevant subsidiaries of the recommendation institution are not required to participate in this strategic placement.
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. All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time. The special asset management plan for senior managers and core employees of the issuer is China Securities Co.Ltd(601066) Tengyuan cobalt industry No. 1 strategic placement collective asset management plan (hereinafter referred to as ” China Securities Co.Ltd(601066) No. 1 asset management plan”). 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 402333 shares, accounting for 1.28% of the shares issued this time.
The types of other strategic investors are large-scale enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer. According to the final price, the number of shares placed by other strategic investors is 5632829, accounting for 17.89% of the number of shares issued this time.
The initial strategic placement quantity of this issuance is 6297380 shares, accounting for 20% of this issuance quantity. The final strategic placement of this issuance is Beijing Tricolor Technology Co.Ltd(603516) 2 shares, accounting for 19.17% of this issuance. The difference between the initial strategic placement and the final strategic placement is 262218 shares, which will be transferred back to offline issuance.
4. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks issued this time 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. 5. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
6. After determining the issuing price and the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on March 8, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.
7. According to the initial placement results of Ganyuan Co., Ltd. (hereinafter referred to as “the initial placement results of Ganyuan Co., Ltd.”) on February 16, 2023, according to the initial placement results of Ganyuan Co., Ltd. (hereinafter referred to as “the initial placement results of Ganyuan Co., Ltd.”), Pay the subscription funds for new shares in full and on time.
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object shall be invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After winning the lot in the subscription of new shares, online investors shall fulfill the obligation of capital delivery in accordance with the announcement on the results of online lottery of Ganzhou Tengyuan cobalt new materials Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), Ensure that its capital account has sufficient subscription funds for new shares on March 10 (T + 2) 2022, and the insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
When the total number of shares paid and subscribed by offline and online investors is not less than 70% of the number of this public offering after deducting the final strategic placement, the shares abandoned in this offering due to the insufficient payment of subscription funds by offline and online investors shall be underwritten by the sponsor (lead underwriter).
8. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
9. If an offline investor with a valid quotation fails to participate in the offline subscription or fails to subscribe in full, or the offline investor who has obtained the preliminary placement fails to pay the subscription amount in full and in time, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The association will, in accordance with relevant regulations, include the placement objects managed by investors in the above circumstances in the restricted list.
If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they 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. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible bonds and deliverable bonds.
10. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on the investment risk of Ganzhou Tengyuan cobalt new materials Co., Ltd. in its initial public offering and listing on the gem published in China Securities News, Shanghai Securities News, securities times and Securities Daily on March 7, 2022 (t-1), fully understand the market risk and prudently participate in this new share offering.
Valuation and investment risk tips
1. The offering price is 173.98 yuan / share. Investors are requested to judge the rationality of the offering 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 Tengyuan cobalt industry is “C32 non-ferrous metal smelting and rolling processing industry”. China Securities Index Co., Ltd. has released
The static average p / E ratio of “C32 nonferrous metal smelting and rolling processing industry” in the latest month is 54.07 times (as of March 3, 2022). Please refer to it when investors make decisions.
The issuance price of 173.98 yuan / share corresponds to the issuer’s audited net profit diluted P / E ratio of 63.05 times before and after deducting non recurring profits and losses in 2020, which is higher than the static average p / E ratio of “C32 non ferrous metal smelting and rolling processing industry” published by China Securities Index Co., Ltd. on March 3, 2022. (2) As of March 3, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
In 2020, deduct the static market corresponding to the T-3 day shares deducted in 2020. The securities in the static market corresponding to the T-3 day shares deducted in 2020 are abbreviated as stock code non front EPS non rear EPS. The closing price earnings ratio (Times) – earnings deduction ratio (Times) – deduction (yuan / share) (yuan / share) non front (2020) non rear (2020)
Zhejiang Huayou Cobalt Co.Ltd(603799) Zhejiang Huayou Cobalt Co.Ltd(603799) . SH 0.9537 0.9202 115.45 121.05 12
