Special announcement on investment risk of initial public offering
Sponsor (lead underwriter): Chinalin Securities Co.Ltd(002945)
The application of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "kangguan technology", "issuer" or "company") for the initial public offering of no more than 424875 million common shares (A shares) (hereinafter referred to as "this offering") has been approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2022] No. 375.
After negotiation between the issuer and the sponsor (lead underwriter) Chinalin Securities Co.Ltd(002945) (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) " or "sponsor (lead underwriter)"), the number of shares issued this time is 424875 million. All new shares are issued to the public, and the issuer's shareholders do not transfer old shares. The shares issued this time are planned to be listed on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). The issuance will be implemented through the trading system of Shenzhen Stock Exchange and the offline issuance electronic platform on March 8, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw the attention of investors to the following contents:
(I) investors are kindly requested to focus on the issuance process, online and offline subscription, payment and disposal of share abandonment. The specific contents are as follows:
1. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's fundamentals, 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 the issuance price of 48.84 yuan / share. The offline issuing bank 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.
2. According to the inquiry results after excluding the invalid quotation, the issuer and the recommendation institution (lead underwriter) shall quote the quotation of all qualified placing objects from high to low according to the declared price, and from small to large according to the proposed purchase quantity at the same declared price For the same declared price and the same proposed purchase quantity, the order shall be from last to first according to the declaration time (the declaration time shall be subject to the record of the offline issuance electronic platform of Shenzhen Stock Exchange). The quotation of the placing object with the highest quotation shall be excluded, and the total amount of proposed purchase excluded will not be less than 10% of the total amount of proposed purchase by offline investors. When the maximum is 10%. The excluded part shall not participate in offline subscription.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
4. Offline investors shall, in accordance with the announcement on the preliminary placement results of offline issuance of initial public offering of shares by Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as the announcement on the preliminary placement results of offline issuance), pay the subscription funds for new shares in full and on time before 16:00 on March 10 (T + 2) 2022 according to the final issuance price and preliminary placement quantity. Offline investors are allocated multiple new shares on the same day. Please pay for each new share in full and fill in the remarks in accordance with the specifications. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves. If the placing object has insufficient funds for a single new share, all the new shares allocated to the placing object on that day will be invalid, and the resulting consequences shall be borne by the investors themselves.
After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery for initial public offering of shares by Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient capital for subscription of new shares on March 10 (T + 2) 2022, The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are located.
The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
5. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
6. If the offline investors with valid quotation fail to participate in the subscription or obtain the preliminary placement, and the offline investors fail to pay the subscription amount in time and in full, 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. If an online investor fails to pay in full after winning the lottery three 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. 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 corporate bonds and convertible corporate bonds.
(II) any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the investment value of the issuer's shares or the income of investors. Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(III) investors who intend to participate in this offering and subscription must carefully read the information on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 (T-6) The full text of the letter of intent for initial public offering of Shenzhen kangguan Technology Co., Ltd., especially the chapters of "tips on major matters" and "risk factors", fully understand the issuer's risk factors, judge its operation status and investment value by itself, and make investment decisions prudently. The issuer's operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves.
(IV) there are no circulation restrictions and locking arrangements for the shares issued offline this time, and the shares issued this time will begin to circulate from the date of listing and trading on the Shenzhen Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
(V) the issuing price of this offering is 48.84 yuan / share. Investors are requested to judge the rationality of the pricing of this offering according to the following conditions.
1. According to the industry classification guidelines for listed companies (revised in 2012) formulated by the CSRC, the industry of the issuer is C39 "computer, communication and other electronic equipment manufacturing industry". The issuer and the recommendation institution (lead underwriter) have comprehensively considered the issuer's fundamentals, industry, valuation level of comparable companies, demand for raised funds, underwriting risk and other factors, and negotiated and determined the issuance price of 48.84 yuan / share.
The issuance price of 48.84 yuan / share corresponds to the issuer's diluted P / E ratio of net profit before and after deducting non recurring profits and losses in 2021, which is 22.99 times, which is lower than the average monthly static P / E ratio of C39 "computer, communication and other electronic equipment manufacturing industry" released by China Securities Index Co., Ltd. on March 2 (T-4) 2022.
As of March 2, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
Securities code securities abbreviation average price in the last 20 trading days 2020 earnings per share 2020 static P / E ratio (yuan / share) (yuan / share) (Times)
Guangzhou Shiyuan Electronic Technology Company Limited(002841) viewsource technology 82.52 2.655931.07
Hitevision Co.Ltd(002955) Hitevision Co.Ltd(002955) 22.50 0.0843 266.90
Shenzhen Mtc Co.Ltd(002429) Shenzhen Mtc Co.Ltd(002429) 4.50 0.3607 12.48
Tpv Technology Co.Ltd(000727) Tpv Technology Co.Ltd(000727) 2.72 - -
Arithmetic mean 21.78
Data source: wind information, data as of March 2, 2022
Note: 1. There may be mantissa difference in the calculation of P / E ratio, which is caused by rounding Hitevision Co.Ltd(002955) the static P / E ratio in 2020 is significantly abnormal. The net profit attributable to the parent before and after deduction of Tpv Technology Co.Ltd(000727) 2020 is negative. Therefore, these two abnormal values are excluded when calculating the arithmetic mean of the static P / E ratio of comparable companies in 2020;
2. Earnings per share in 2020 = net profit attributable to the parent company before and after deduction in 2020 / total share capital on T-4 day.
The P / E ratio of kangguan technology is lower than the industry average p / E ratio and higher than the average static P / E ratio of comparable listed companies. 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 decisions rationally.
2. Investors are reminded to pay attention to the difference between the offering 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 Shenzhen kangguan Technology Co., Ltd. initial public offering announcement.
3. 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, industry, market conditions, fund-raising demand, 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.
4. In 2021, kangguan technology realized an operating revenue of 118887451 million yuan, an increase of 60.36% over the previous year; The operating profit was 9759584 million yuan, an increase of 93.39% over the previous year; The net profit was 9235405 million yuan, an increase of 90.41% over the previous year; After deducting non recurring profits and losses, the net profit attributable to the common shareholders of the company was 855114800 yuan, an increase of 97.20% over the previous year.
Kangguan technology expects to achieve an operating revenue of 2533796800 yuan to 2894924200 yuan in the first quarter of 2022, with a year-on-year change range of 13.40% to 29.57%; It is estimated that in the first quarter of 2022, the net profit attributable to the owner of the parent company will reach 1789368 million yuan to 2044396 million yuan, with a year-on-year change range of 50.29% to 71.71%; The net profit attributable to the parent company in the first quarter, after deducting the non recurring profit and loss of RMB 17769100, is expected to reach 25762767% year-on-year. The above performance of the first quarter of 2022 is only the preliminary expected result of the company, which has not been audited or reviewed, and does not constitute the profit forecast or commitment of the company.
5. This offering may have the risk of falling below the offering price after listing. 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.
(VI) the planned capital demand of the issuer for this raised investment project is 1999969000 yuan. According to the calculation of the issuance price of 48.84 yuan / share and the issuance of 424875 million new shares, the total amount of funds raised is expected to be 2075089500 yuan. After deducting the issuance expenses of 751205 million yuan, the net amount of funds raised is expected to be 199996900 yuan. The company has the risk of significant increase in net assets 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.
(VII) for the subscription of this issuance, any investor can only choose offline or online way to apply for the subscription, and all investors participating in offline quotation, subscription and placement shall not participate in online subscription again; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions is invalid. (VIII) after the end of this offering, it can only be publicly listed and traded in the exchange after being approved by the 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.
(IX) all shares of the issuer are tradable shares. For the limited sale period of shares before this offering, please refer to the prospectus for the relevant commitment and arrangement of the limited sale period. The above share restriction arrangement is a voluntary commitment made by relevant shareholders in accordance with relevant laws and regulations based on the needs of corporate governance and the stability of operation and management.
(x) investors are invited to pay attention to risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate and take measures to suspend the issuance:
1. After offline subscription, the actual total subscription amount of the placing object with effective quotation is less than the initial offline issuance quantity. 2. If the online subscription is insufficient, the offline investors fail to apply for the purchase in full after the insufficient part is transferred back to the offline;
3. The total number of shares subscribed by offline and online investors is less than 70% of the number of this public offering;
4. The issuer has major post meeting events in the issuance process that affect the issuance
