Ganzhou Tengyuan cobalt industry new material Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Dongxing Securities Corporation Limited(601198)
The application of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (hereinafter referred to as “Tengyuan cobalt industry”, “issuer” or “company”) for initial public offering of no more than 31486900 ordinary shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2021] No. 4042).
After negotiation between the issuer and the sponsor (lead underwriter) Dongxing Securities Corporation Limited(601198) (hereinafter referred to as “sponsor (lead underwriter)”, ” Dongxing Securities Corporation Limited(601198) ” or “lead underwriter”), the public offering of 31486900 new shares is a public offering of new shares, and the shareholders of the issuer will not transfer their old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuance will be implemented through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the offline issuance electronic platform and the registration and settlement platform of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on March 8, 2022 (T). The issuer and the recommendation institution (lead underwriter) specially draw the attention of investors to the following contents:
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.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, 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. 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. 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, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
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. According to the final determined price, the final number of strategic placement shares in the special asset management plan for senior managers and core employees of the issuer is 402333 shares, accounting for 1.28% of the number of shares issued this time; The final number of strategic placement shares of other strategic investors was 5632829 shares, accounting for 17.89% of the number of shares issued this time.
The initial strategic allotment of this issuance was 6297380 shares, accounting for 20% of the number of shares issued this time. The final number of strategic placement is Beijing Tricolor Technology Co.Ltd(603516) 2 shares, accounting for 19.17% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement is 262218 shares, which will be transferred back to offline issuance.
4. 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 in Shenzhen market (hereinafter referred to as “online issuance”).
5. The issue price is 173.98 yuan / share, and the corresponding P / E ratio is:
(1) 47.29 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);
(2) 32.02 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 before deducting non recurring profits and losses is divided by the total share capital before the issuance
Calculate);
(3) 63.05 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);
(4) 42.70 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 before deducting non recurring profits and losses is divided by the total share capital after the issuance
Calculate).
6. The issue price is 173.98 yuan / share. Investors are requested to judge the issue price according to the following conditions
Rationality of price.
(1) According to the guidance on industry classification of listed companies (revised in 2012) of China Securities Regulatory Commission, Tengyuan cobalt
The industry belongs to “C32 nonferrous metal smelting and rolling processing industry”. As of March 3, 2022 (T-3), the average static of “C32 nonferrous metal smelting and rolling processing industry” published by China Securities Index Co., Ltd. in the latest month
The current P / E ratio is 54.07 times.
The issue price is 173.98 yuan / share, which corresponds to the issuer before and after deducting non recurring profits and losses in 2020
The low diluted P / E ratio is 63.05 times, which is higher than the “C32 nonferrous metal smelting” issued by China Securities Index Co., Ltd
Refining and rolling processing industry “has an average static P / E ratio in the last month, and there is a possibility that the issuer’s share price will fall for investment in the future
The risk of loss.
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 decisions rationally.
(2) As of March 3, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
In 2020, the static P / E securities corresponding to the static market corresponding to the T-3 day shares deducted in 2020 are referred to as stock code non front EPS non rear EPS ticket closing price earnings ratio (Times) – deduction ratio (Times) – deduction ratio (yuan / share) (yuan / share) non front (2020) (2020)
Zhejiang Huayou Cobalt Co.Ltd(603799) Zhejiang Huayou Cobalt Co.Ltd(603799) . SH 0.9537 0.9202 115.45 121.05 125.46
Nanjing Hanrui Cobalt Co.Ltd(300618) Nanjing Hanrui Cobalt Co.Ltd(300618) . SZ 1.0804 0.6073 77.45 71.69 127.53
Average 96.37 126.50
Data source: wind information, data as of March 3, 2022.
Note 1: if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding;
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 day.
The issuance price of 173.98 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 63.05 times lower than the average static P / E ratio of comparable companies before and after deducting non recurring profits and losses in 2020. There is still a risk that the future decline of the issuer’s share price will bring losses to investors. 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 decisions rationally.
(3) Investors are reminded to pay attention to the difference between the issue price and the quotation of offline investors. For the quotation of offline investors, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) published on the same day Ganzhou Tengyuan cobalt industry new material Co., Ltd. IPO and IPO announcement on GEM (hereinafter referred to as “IPO announcement”).
(4) This offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the issuer’s industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. The offering price does not exceed the lower of the median and weighted average of the offline investors’ quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. If any investor participates in the subscription, it shall be deemed that it has accepted the issue price. If there is any objection to the issue pricing method and issue price, it is suggested not to participate in this issue.
(5) Investors should pay full attention to the risk factors contained in the pricing marketization, know 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 recommendation institutions (lead underwriters) can not guarantee that the stock will not fall below the issue price after listing. 7. Based on the issuance price of 173.98 yuan / share and 31486900 new shares, the total amount of funds raised by the issuer is expected to be 5478090900 yuan. After deducting the estimated issuance cost of about 27431000 yuan (excluding value-added tax), the net amount of funds raised is expected to be about 5203780800 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 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. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
10. Offline investors shall, according to the announcement on the results of initial public offering of shares by Ganzhou Tengyuan cobalt industry new materials Co., Ltd. and initial offline placement listed on the gem, timely and fully pay the subscription funds for new shares according to the final issuance price and initial placement quantity before 16:00 on March 10 (T + 2) 2022.
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 online investors win the lot in the subscription of new shares, they shall fulfill the obligation of capital settlement according to the announcement on the results of initial public offering and online lottery of Ganzhou Tengyuan cobalt new materials Co., Ltd. and listing on the gem, so as to ensure that their capital account will eventually have sufficient capital for the subscription of new shares on March 10 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The investor’s payment shall comply with
