Beijing Science and technology navigation control technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Lead underwriter (996015):
The application of Beijing Science and technology navigation control technology Co., Ltd. (hereinafter referred to as "science and technology navigation", "issuer" or "company") for the initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and Innovation Board has been examined and approved by the members of the science and Innovation Board Stock Listing Committee of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 8).
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
After negotiation between the issuer and the lead underwriter of this issuance, it is determined that the number of shares issued this time is 22 million shares, accounting for 25.00% of the total share capital after issuance. All the shares issued this time are new shares, and the shareholders of the company will not offer shares to the public. The offering will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as the "subscription platform") on March 8, 2022 (t day).
The issuer and the lead underwriter specially draw investors' attention to the following contents:
1. This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") Offline inquiry and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market (hereinafter referred to as "online issuance").
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the lead underwriter. Preliminary inquiry and offline issuance through the subscription platform（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
The strategic placement of this issuance consists of the follow-up investment of the relevant subsidiaries of the sponsor, the senior management and core employees of the issuer participating in the special asset management plan established by this strategic placement. The follow-up investment institution is China CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth"), and the special asset management plan for the senior management and core employees of the issuer is that the employees of CICC technology navigation No. 1 participate in the collective asset management plan of strategic placement on the science and innovation board (hereinafter referred to as "CICC technology navigation No. 1" or "special asset management plan").
2. The issuer and the lead underwriter will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted.
3. After the preliminary inquiry, the issuer and the lead underwriter shall, in accordance with the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Beijing Institute of technology navigation control technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "announcement on issuance arrangement and preliminary inquiry") on February 28, 2022 (T-6), After excluding the quotation of investors who do not meet the requirements, all the placing objects whose proposed subscription price is higher than 98.00 yuan / share (excluding 98.00 yuan / share) shall be eliminated by consensus; Among the placing objects with a proposed subscription price of 98.00 yuan / share, all placing objects with a subscription quantity of less than 6.5 million shares are eliminated; If the proposed subscription price is 98.00 yuan / share, the number of subscription is 6.5 million shares, and the subscription time is 14:34:22.249 on March 3, 2022, 41 placing objects will be removed according to the order from front to back of the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 131 placing objects are excluded, and the total number of shares to be purchased is 559.7 million, accounting for 1.003% of the total number of 558212 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. According to the preliminary inquiry results, the issuer and the lead underwriter, taking into account 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, negotiated and determined that the price of this issuance is 65.21 yuan / share, and the cumulative bidding inquiry will not be conducted for offline issuance.
The price of this offering shall not be higher than the median and weighted average of the effective quotation of offline investors after excluding the highest quotation, as well as the 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 quotation and weighted average of the National Social Security Fund (hereinafter referred to as "social security fund") and the basic endowment insurance fund (hereinafter referred to as "pension"). 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.
5. The issue price is 65.21 yuan / share, and the corresponding P / E ratio is:
(1) 60.40 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);
(2) 60.65 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);
(3) 80.53 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);
(4) 80.87 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).
The price of this offering shall not be higher than the median of all quotations of offline investors after excluding the highest quotation
And weighted average, as well as the median and weighted average of quoted prices of public products, social security funds and pensions
Whichever is lower.
6. The issue price is 65.21 yuan / share. Investors are requested to judge the issue price according to the following conditions
Rationality of.
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the company
The industry is "computer, communication and other electronic equipment manufacturing industry (C39)", as of March 3, 2022
(T-3) computer, communication and other electronic equipment manufacturing industry (C39) released by China Securities Index Co., Ltd
The average static P / E ratio in the last month was 44.27 times.
(2) As of March 3, 2022 (T-3), the business and business model are similar to that of the issuer
The specific situation of the P / E ratio of the municipal company is as follows:
Deduction in 2020 non deduction in 2020 non deduction in 2020 non-t-3 day stock corresponding static City securities code securities abbreviation pre EPS (yuan / post EPS (yuan / closing price (before Yuan earnings ratio (deduction of non earnings ratio (deduction of non shares) / share))
Beijing Starneto Technology Co.Ltd(002829) .SZ Beijing Starneto Technology Co.Ltd(002829) 0.71 0.66 42.08 59.12 63.60
Xi'An Chenxi Aviation Technology Corp.Ltd(300581) .SZ Xi'An Chenxi Aviation Technology Corp.Ltd(300581) 0.20 0.15 27.05 132.84 178.73
North Navigation Control Technology Co.Ltd(600435) .SH North Navigation Control Technology Co.Ltd(600435) 0.04 0.01 9.62 229.24 -
China Aerospace Times Electronics Co.Ltd(600879) .SH China Aerospace Times Electronics Co.Ltd(600879) 0.18 0.15 7.42 42.17 49.82
Mean 0.28 0.24 - 115.84 97.38
Data source: wind information, data as of March 3, 2022 (T-3).
Note 1: calculation criteria of EPS before / after deduction of non recurring profits and losses in 2020: net income attributable to the parent company before / after deduction of non recurring profits and losses in 2020
Profit / total share capital on T-3 (March 3, 2022).
Note 2: North Navigation Control Technology Co.Ltd(600435) 2020 static P / E ratio (after deduction) is an extreme value, so it is not included in the static P / E ratio (after deduction)
Calculate the average value.
Note 3: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
The issue price is 65.21 yuan / share, which is lower before and after deducting non recurring profits and losses of the issuer in 2020
The diluted P / E ratio of is 80.87 times, which is higher than the industry of the issuer released by China Securities Index Co., Ltd
The monthly average static P / E ratio is lower than the average level of static P / E ratio of comparable companies in the same industry, and there is a risk of future development
There is a risk of loss to investors as share prices fall. The issuer and the lead underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
(3) 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 Announcement on the initial public offering of shares and listing on the science and Innovation Board of Beijing Science and technology navigation control technology Co., Ltd. (hereinafter referred to as the "issuance announcement").
(4) 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 lead underwriter negotiate and determine the price of this offering according to the preliminary inquiry results and comprehensively considering the issuer's fundamentals, the issuer's industry, market conditions, fund-raising needs, underwriting risks and other factors. The offering price is not higher than the lower of the median and weighted average of the effective offer of offline investors after excluding the highest offer, and the median and weighted average of the offer of public products, social security funds and pensions. 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.
(5) Investors should pay full attention to the risk factors contained in the marketization of pricing, understand that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and lead underwriters cannot guarantee that the shares will not fall below the issue price after listing.
7. The issuer expects to use the raised funds of 635566500 yuan for this raised investment project. Based on the issue price of 65.21 yuan / share and the number of new shares issued of 22 million shares, if the issue is successful, the total amount of funds raised by the issuer is expected to be 143462 million yuan. After deducting the estimated issuance expenses of about 1840597 million yuan (except the lawyer's fees included in the issuance fees, 1, other expenses include tax), the net amount of funds raised is expected to be about 12505603 million 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. 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.
The total amount of lawyers' fees for public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as "enterprise annuity funds") and insurance fund application management measures is 6.016 million yuan (including value-added tax), of which the value-added tax of 19200 yuan has been deducted from the input tax and is not included in the issuance fee
Therefore, the amount of lawyer fees included in the issuance expenses is 5.9968 million yuan
The 10% accounts (rounded up) of the placement objects such as insurance funds (hereinafter referred to as "insurance funds") and qualified foreign institutional investor funds specified in the relevant provisions shall promise to obtain the holding period of the shares placed this time is 6 months from the date of the issuer's initial public offering and listing. The restricted account will be determined by lottery after the offline investors complete the payment. The lottery number in the online lower limit sale period will be allocated in units of placing objects, and each placing object will be assigned a number. Once offline investors quote, they will be deemed to accept the online lower limit selling period arrangement of this offering.
In terms of strategic placement, the restricted period of shares allocated to relevant subsidiaries of the sponsor is 24 months, and the restricted period of shares allocated to the special asset management plan for senior managers and core employees of the issuer is 12 months. The restricted period shall be calculated from the date of listing of the shares publicly issued on the Shanghai Stock Exchange.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
10. For the subscription of this issuance, any investor can only choose offline or online, and all investors participating in offline quotation, subscription and placement shall no longer participate in online subscription; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions is invalid. 11. This time
