Shaanxi Laite photoelectric material Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Shaanxi Laite photoelectric materials Co., Ltd. (hereinafter referred to as "the issuer") for the initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (hereinafter referred to as "the issuance") has been examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), It has been approved to register by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as "strategic placement"), offline inquiry placement to qualified investors (hereinafter referred to as "offline issuance"), and online pricing issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts market value in Shanghai market (hereinafter referred to as "online issuance").
After negotiation between the issuer and the recommendation institution (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "recommendation institution (lead underwriter)"), it is determined that the number of shares issued this time is 40243759, all of which are new shares issued to the public. The online issuance and offline issuance will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform respectively on March 8, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
1. The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be implemented by the sponsor (lead underwriter). The strategic placement is conducted at the sponsor (lead underwriter), and the preliminary inquiry and offline issuance are conducted through the offline subscription platform of Shanghai Stock Exchange（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
In this offering, the selection of strategic placement investors is comprehensively determined after considering the qualification of investors and market conditions. It is composed of the follow-up investment of relevant subsidiaries of the sponsor and the special asset management plan of senior managers and core employees of the issuer. The follow-up investment institution is Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as "CSI investment"), The special asset management plan for the issuer's senior managers and core employees is Citic Securities Company Limited(600030) Wright optoelectronics employees participating in the collective asset management plan for the strategic placement of Kechuang board (hereinafter referred to as "Wright optoelectronics asset management plan") and Citic Securities Company Limited(600030) Wright optoelectronics employees participating in the collective asset management plan for the strategic placement of Kechuang board No. 2 (hereinafter referred to as "Wright optoelectronics asset management plan").
According to the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Materials Co., Ltd. for the initial public offering of shares and listing on the science and innovation board, after excluding the preliminary inquiry results that do not meet the requirements of investors' quotation, all the placing objects whose proposed subscription price is higher than 28.20 yuan / share (excluding 28.20 yuan / share) are eliminated by consensus; Among the placing objects with a proposed subscription price of 28.20 yuan / share, all placing objects with a subscription amount of less than 14 million shares (excluding 14 million shares) are eliminated. A total of 130 placing objects are excluded from the above, and the total number of shares to be purchased is 1313.9 million, accounting for 1.0073% of the total number of 1304357 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
3. Based on the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) negotiated and determined the offering price of 22.05 yuan / share by comprehensively considering the issuer's reasonable investment value, the number of shares in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, market conditions, the demand for raised funds and underwriting risks, Offline issuance will no longer 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. Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
4. The issue price is 22.05 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions:
(1) The offering price is 22.05 yuan / share, which is not higher than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as securities investment funds and other partial share asset management products established by public offering (hereinafter referred to as "public offering products") The lower of the median and weighted average (hereinafter referred to as "four numbers") of the remaining quotations of the social security fund (hereinafter referred to as "social security fund") and the basic endowment insurance fund (hereinafter referred to as "pension") managed by the social security fund investment manager is 220539 yuan / share. Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. The quotation of offline investors is published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Shaanxi Laite photoelectric materials Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "issuance announcement").
(2) The price earnings ratio corresponding to the issue price is:
① 120.34 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); ② 113.00 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 accordance with Chinese accounting standards in 2020 by the total share capital before this issuance); ③ 133.71 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 after this issuance); ④ 125.55 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 accordance with Chinese accounting standards in 2020 by the total share capital after this issuance). (3) According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is "C39 computer, communication and other electronic equipment manufacturing industry". As of March 3, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 44.27 times.
The P / E ratio of comparable listed companies whose main business and business model are similar to those of the issuer are as follows:
Securities T-3 day shares 2020 deduction 2020 deduction 2020 static 2020 static code abbreviated ticket closing price non front EPS non rear EPS P / E ratio (deduction P / E ratio (deduction (yuan / share) (yuan / share) (non front) (yuan / share) (non rear))
Jilin Oled Material Tech Co.Ltd(688378) Jilin Oled Material Tech Co.Ltd(688378) 62.38 0.9833 0.7455 63.44 83.68
Valiant Co.Ltd(002643) Valiant Co.Ltd(002643) 19.93 0.5425 0.5188 36.74 38.42
Xi'An Manareco New Materials Co.Ltd(688550) Xi'An Manareco New Materials Co.Ltd(688550) 92.10 2.4994 2.2933 36.85 40.16
Puyang Huicheng Electronic Material Co.Ltd(300481) Puyang Huicheng Electronic Material Co.Ltd(300481) 23.87 0.6065 0.5744 39.36 41.56
Arithmetic mean 44.10 50.95
Data source: wind information, data as of March 3, 2022 (T-3)
Note 1: if there is any difference in the calculation of the above figures, it is caused by rounding and retaining two decimal places.
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.
3. The difference between the accounting policies of DuPont and Merck group in the same industry as those of DuPont and Merck group disclosed in the above form: 3.
The issuance price of 22.05 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 133.71 times higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and higher than the average static P / E ratio of comparable companies in the same industry. 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 rationally.
(4) Investors are reminded that after the issuance price is determined, 239 investors have submitted valid quotations for the offline issuance, 6503 placing objects have been managed, and the total number of effective proposed subscriptions is 758022 million shares, 276992 times of the initial offline issuance scale before call back.
(5) The fund-raising demand disclosed in the letter of intent for the initial public offering of Shaanxi Laite photoelectric materials Co., Ltd. and its listing on the science and Innovation Board (hereinafter referred to as the "letter of intent") is RMB 1 million, the offering price is RMB 22.05/share, and the corresponding financing scale is RMB 887374900.
(6) 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) comprehensively consider the issuer's fundamentals, market conditions, the valuation level of comparable listed companies in the same industry, the demand for raised funds, underwriting risks and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. 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.
(7) Investors should pay full attention to the risk factors contained in the marketization of pricing, know the risk that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing.
5. The issuer expects to use the raised capital of 1 billion yuan for this raised investment project. Based on the issuance price of 22.05 yuan / share and the number of new shares issued of 40243759 shares, the total amount of funds raised by the issuer is expected to be about 887374900 yuan. After deducting the issuance expenses of 824425 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 804932400 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.
6. The shares issued online this time have no circulation restrictions and the arrangement of the restricted sale period, and can be circulated from the date when the shares issued to the public are listed on the science and Innovation Board of Shanghai Stock Exchange.
In the offline issuance part, the allocated public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds, insurance funds in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and funds of qualified foreign institutional investors, 10% of the final allocated account (rounded up) shall promise to obtain the restricted period of the shares allocated this time is 6 months from the date of the issuer's initial public offering and listing, and the aforesaid allocated object account will be determined by lottery. The shares allocated to the placement target account managed by offline investors who have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange.
In terms of strategic placement, CSI promises that the restricted period of the allocated shares this time is 24 months, and Wright optoelectronics asset management plan and Wright optoelectronics Asset Management Plan No. 2 promise that the restricted period of the allocated shares this time is 12 months, which is calculated from the date of listing of the publicly issued shares on the Shanghai Stock Exchange.
7. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
8. For this issuance and subscription, any placing object can only choose offline issuance or online issuance for subscription. All placing objects who participate in the preliminary inquiry, no matter whether the quotation is valid or not, can no longer participate in the online issuance. Investors can only use one securities account to participate in the subscription of online public offering shares. 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.
9. After the completion of this offering, it can only be publicly listed on the Shanghai Stock Exchange after being approved by the Shanghai Stock 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.
10. Investors must pay attention to investment risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate to take measures to suspend the issuance:
(1) The total amount of offline subscription is less than the initial number of offline issuance;
(2) If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is dialed back to the offline;
(3) After deducting the final strategic placement, the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering;
(4) The issuer's major post meeting events in the issuance process affect the issuance;
(5) According to Article 36 of the measures for the administration of securities issuance and underwriting and Article 27 of the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange: if the CSRC and Shanghai Stock Exchange find that there are suspected violations or abnormalities in the process of securities issuance and underwriting, they may order the issuer and underwriter to suspend or suspend the issuance and deal with the relevant matters
