China Automotive Research Institute Co., Ltd
CATARCAutomotive Proving Ground Co.,Ltd.
(address: Dafenggang Economic Zone, Dafeng District, Yancheng City, Jiangsu Province)
Initial public offering and listing on GEM
Listing announcement
Sponsor (lead underwriter)
(101, floors 7-18, building 1, yard 8, Xiying street, Fengtai District, Beijing)
March, 2002
hot tip
Unless otherwise specified, the abbreviations or terms in this listing announcement have the same meanings as those in the prospectus of the company’s initial public offering of shares.
The shares of China Automotive Research automotive testing ground Co., Ltd. (hereinafter referred to as “China Automotive”, “the company”, “the issuer” or “the company”) will be listed on the gem of Shenzhen Stock Exchange on March 8, 2022.
The company reminds investors to fully understand the risks of the stock market and the risk factors disclosed by the company, avoid blindly following the trend of “speculation” in the initial stage of IPO, and make prudent decision and rational investment.
catalogue
Special tips 2 catalog Section 1 important statements and tips five
1、 Important statements and tips five
2、 Special tips on investment risks at the initial stage of gem IPO five
3、 Special risk tips Section 2 stock listing eleven
1、 Review of stock registration and listing eleven
2、 Information about stock listing twelve
3、 Specific listing criteria selected during initial public offering and listing Section III information of the issuer, shareholders and actual controllers fifteen
1、 Basic information of the issuer fifteen
2、 Directors, supervisors, senior managers and their holdings of shares or bonds of the company fifteen
3、 Controlling shareholders and actual controllers sixteen
4、 Details of equity incentive plan and employee stock ownership plan eighteen
5、 Changes in share capital structure before and after this offering eighteen
6、 Shareholding of the top ten shareholders of the company after this issuance 19 VII. Senior managers and core employees set up special asset management plans to participate in strategic placement twenty
8、 This strategic placement Section IV stock issuance twenty-two
1、 Number of IPO shares twenty-two
2、 Issue price twenty-two
3、 Par value per share twenty-two
4、 Issue P / E ratio twenty-two
5、 Issue price to book ratio twenty-three
6、 Issuance method and subscription twenty-three
7、 The total amount of funds raised and the verification of funds in place by Certified Public Accountants twenty-four
8、 The cost of this offering twenty-four
9、 Net raised funds twenty-four
10、 Net assets per share after issuance twenty-four
11、 Earnings per share after issuance twenty-five
12、 Over allotment option Section V Financial and accounting data Section VI other important matters twenty-seven
1、 Arrangements for special account storage of raised funds and tripartite supervision agreement twenty-seven
2、 Other matters Section 7 listing recommendation institutions and their opinions twenty-nine
1、 Information of listed recommendation institutions twenty-nine
2、 Recommendation opinions of listed recommendation institutions twenty-nine
3、 Continuously supervise the sponsor representative Section VIII important commitments thirty-one
1、 Commitment on shareholder share locking thirty-one
2、 Commitment on shareholders’ intention to reduce their holdings thirty-two
3、 Commitment to stabilizing the stock price thirty-three
4、 On the commitment of share repurchase and share repurchase for fraudulent issuance and listing thirty-eight
5、 Commitment to the practical implementation of diluted immediate return filling measures thirty-nine
6、 Commitment on profit distribution policy forty-one
7、 Commitment to bear compensation liability according to law forty-two
8、 The commitment of relevant responsible subjects fails to fulfill the binding measures forty-four
9、 Relevant commitments on shareholder information disclosure forty-seven
10、 There is no commitment that the company has no resigned personnel from the CSRC system to take shares forty-eight
11、 Commitment to avoid horizontal competition forty-eight
12、 Commitment to reduce and standardize related party transactions fifty
13、 Commitment on the payment of social insurance and housing provident fund of the company fifty-one
14、 Other major matters affecting the issuance and listing and the judgment of investors fifty-one
15、 Verification opinions of the sponsor and the issuer’s lawyer fifty-one
Section I important statements and tips
1、 Important statements and tips
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law.
The opinions of Shenzhen Stock Exchange and relevant government authorities on the listing of the company’s shares and related matters do not indicate any guarantee to the company.
The company reminds investors to carefully read the information published on cninfo.com.cn China Securities Network (www.cs. Com. CN.) China Securities Network (www.cn. Stock. Com.) Securities Times (www.sten. Com.) Securities Daily (www.zqrb. CN.) The contents of the “risk factors” chapter of the company’s prospectus should pay attention to risks, make prudent decisions and make rational investment.
The company reminds the majority of investors to pay attention to the relevant contents not involved in this listing announcement. Please refer to the full text of the company’s prospectus. 2、 Special tips on investment risk at the initial stage of gem IPO
The offering price is 3.80 yuan / share, which does not exceed the median and weighted average of offline investors’ quotations after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”) and the National Social Security Fund (hereinafter referred to as “social security fund”) established through public offering after excluding the highest quotation The lower of the median and weighted average of the quoted prices of the basic endowment insurance fund (hereinafter referred to as “pension”), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “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.
According to the guidelines for Industry Classification of listed companies (revised in 2012) of the CSRC, the industry of the issuer is “M74 professional and technical service industry”. As of February 18, 2022 (T-4), the average static P / E ratio of “M74 professional and technical service industry” released by China Securities Index in the latest month was 32.41 times.
As of February 18, 2022 (T-4), the P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
In 2020, deduct the static securities code corresponding to the stock on day T-4 in 2020. The securities are referred to as non front EPS non back EPS closing price state p / E ratio – state p / E ratio – (yuan / share) (yuan / share) (yuan / share)
(2020) (2020)
China Automotive Engineering Research Institute Co.Ltd(601965) .SH China Automotive Engineering Research Institute Co.Ltd(601965) 0.5645 0.4972 15.23 26.98 30.63
Guangzhou Grg Metrology&Test Co.Ltd(002967) .SZ Guangzhou Grg Metrology&Test Co.Ltd(002967) 0.4092 0.2570 22.21 54.28 86.43
Arithmetic average 40.63 58.53
Data source: wind information, data as of February 18, 2022
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 before / after deduction of non recurring profit and loss in 2020 / total share capital on T-4 day. The issuer’s audited diluted P / E ratio of net profit attributable to shareholders of the parent company in 2020, which is lower before and after deducting non recurring profits and losses, corresponding to the issuance price of 3.80 yuan / share, is 53.60 times, which is 58.53 times lower than the arithmetic average value of the static p / E ratio of comparable listed companies (as of February 18, 2022) after deducting non recurring profits and losses in 2020, However, it is 32.41 times higher than the average static P / E ratio of “M74 professional and technical service industry” released by China Securities Index Co., Ltd. on February 18, 2022. There is a risk that the decline of the issuer’s share price will bring losses to investors in the future.
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. 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.
The company reminds investors to pay attention to the investment risks in the initial stage of IPO (hereinafter referred to as “new shares”), and investors should fully understand the risks and rationally participate in the trading of new shares. Specifically, the risks at the initial stage of listing include but are not limited to the following:
(I) relaxation of price limit
The competitive trading of GEM stocks is subject to a wide range of price limits. For stocks that are initially issued and listed on the gem, there are no price limits in the first five trading days after listing, and the proportion of price limits thereafter is 20%. On the first day of the listing of new shares on the main board of Shenzhen Stock Exchange, the increase limit ratio is 44%, the decrease limit ratio is 36%, and the increase and decrease limit ratio from the next trading day is 10%. The gem further relaxed the limit on the rise and fall range at the initial stage of stock listing and improved the trading risk.
(II) a small number of tradable shares
At the initial stage of listing, the lock up period of the original shareholders is 36 months or 12 months, the lock up period of the directional placement of strategic investors (hereinafter referred to as “strategic placement”) is 12 months, and the lock up period of some online lower limit share sales is 6 months. After this issuance, the total share capital of the company is 1322400000 shares, of which 258569659 shares are tradable without sale conditions, accounting for 19.55% of the total share capital after issuance. At the initial stage of listing, the number of circulating shares is small, and there is a risk of insufficient liquidity.
(III) risk that can be regarded as the subject matter of margin trading on the first day of stock listing
GEM stocks can be used as the subject of margin trading on the first day of listing, which may produce certain price fluctuation risk, market risk, margin call risk and liquidity risk. The fluctuation of the underlying stock price refers to the risk that the fluctuation of the underlying stock price will increase; Market risk refers to that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the change of the original stock price, but also the risks caused by the change of the stock price of new investment, and pay the corresponding interest; Margin call risk means that investors need to monitor the level of guarantee ratio in the whole process of trading to ensure that it is not lower than the maintenance margin ratio required by margin trading; Liquidity risk refers to that when the price of the underlying stock fluctuates violently, the financed purchase of securities or the repayment of securities, the sale of securities or the repayment of securities may be blocked, resulting in greater liquidity risk. 3、 Special risk tips
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of the section “section IV Risk Factors” of the company’s prospectus, and pay special attention to the following risk factors: (I) innovation risk
With the continuous development of intelligent networking and new energy vehicle technology, the automobile industry is facing profound changes. The “new four modernizations” trend of automobile “electrification, intelligence, networking and sharing” is becoming more and more obvious. Following the trend of technological development, constantly implementing innovation and providing technical service capacity in line with the development needs for the automobile manufacturing industry are the necessary conditions for automobile technical service enterprises to adapt to market development and technological progress.
The company is mainly engaged in the investment, operation and management of automobile test field, and provides customers with field test technical services by constructing automobile field test environment and test scene. The company’s business innovation is mainly reflected in the construction of site test environment, scene construction and operation in line with the direction of technological development. However, the technical services of automobile test site belong to the business of heavy asset investment. In the stage of site design and construction, it is necessary to make a forward-looking judgment on the needs of industrial technical services in a long period of time in the future, If the company misjudges the technical service demand of the automobile industry, the direction of business innovation deviates, the degree of scientific and technological innovation and industrial integration does not achieve the expected effect, cannot adapt to the future development trend of the automobile industry, or the site construction cannot meet the needs of technological progress, it may have an adverse impact on the company’s business performance.
(II) technology change risk
Main sources of business demand of automobile test site
