Shandong Tianyue advanced technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Co sponsor (co lead underwriter): Guotai Junan Securities Co.Ltd(601211)
Co sponsor (co lead underwriter): Haitong Securities Company Limited(600837)
The application of Shandong Tianyue advanced technology Co., Ltd. (hereinafter referred to as “Tianyue advanced”, “issuer” or “company”) for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the Municipal Committee of science and innovation board of Shanghai Stock Exchange, and has been approved by China Securities Regulatory Commission (hereinafter referred to as “the company”) “CSRC”) agrees to register (zjxk [2021] No. 3935).
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) and Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “) ( Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) hereinafter collectively referred to as “joint sponsor (joint lead underwriter)” or “joint lead underwriter”) serve as the joint sponsor (joint lead underwriter) for the initial public offering of shares of Shandong Tianyue advanced technology Co., Ltd. and listing on the science and innovation board.
In this offering, the online pricing issuance to the social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market and the offline inquiry and placement to qualified offline investors will be implemented through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and the offline subscription electronic platform on December 31, 2021 (T).
The issuer and the co sponsors (co lead underwriters) specially draw the attention of investors to the following contents: 1. This issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) and offline inquiry placement to qualified offline investors (hereinafter referred to as “offline issuance”) ）Combined with online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market.
The strategic placement, preliminary inquiry and offline issuance of this offering are organized and implemented by the joint sponsors (joint lead underwriters). The strategic placement is carried out at Haitong Securities Company Limited(600837) ; the preliminary inquiry and offline issuance are through the offline subscription electronic 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, After considering the investor qualification and market conditions, the selection of strategic placement investors is comprehensively determined as the follow-up investment of relevant subsidiaries of the sponsor (the follow-up investment institutions are Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. and Haitong innovation Securities Investment Co., Ltd.), and the special asset management plan for senior managers and core employees of the issuer (i.e. Guotai Junan Securities Co.Ltd(601211) ) Junxiang Kechuang board (Tianyue advanced No. 1 strategic placement collective asset management plan) and other strategic investors. The types of other strategic investors are: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer.
2. The issuer and the co sponsor (co lead underwriter) directly determine the issuance price through preliminary inquiry from qualified offline investors, and offline bidding will not be conducted accumulatively.
3. After the preliminary inquiry, The issuer and the co sponsor (co lead underwriter) agreed through consultation that the proposed subscription price would be higher than 113.92 yuan / share in accordance with the exclusion rules agreed in the announcement on the issuance arrangement and preliminary inquiry of Shandong Tianyue advanced 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”) All the placing objects (excluding 113.92 yuan / share) are eliminated; among the placing objects with the proposed purchase price of 113.92 yuan / share, all the placing objects with the purchase quantity of less than 14 million shares are eliminated; the placing objects with the proposed purchase price of 113.92 yuan / share, the purchase quantity of 14 million shares and the purchase time of 13:59:43.322 on December 28, 2021 are eliminated according to the offline purchase platform of Shanghai Stock Exchange Nine placing objects are eliminated from the dynamically generated placing objects from the back to the front. A total of 92 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 828.5 million, accounting for 1.0083% of the total number of 82166.9 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4、 Issuer and co sponsor (co lead underwriters) based on the preliminary inquiry results, and taking into account the issuer’s fundamentals, the number of shares in this public offering, the issuer’s industry, the valuation level of comparable listed companies, market conditions, demand for raised funds and underwriting risks, the price of this offering is determined to be 82.79 yuan / share through negotiation, and the offline offering will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on December 31, 2021 (t day), and there is no need to pay the subscription fund during subscription. The subscription date of this offline offering is the same as that of online subscription on December 31, 2021 (t day), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30, 13:00-15:00.
5. According to the measures for the administration of securities issuance and underwriting, if the issuer has not yet made a profit, it may not disclose the issuance P / E ratio and the relevant information compared with the P / E ratio of the same industry, and shall disclose the market sales ratio, P / B ratio and other valuation indicators reflecting the characteristics of the issuer’s industry. Therefore, the market sales rate that can reflect the characteristics of the issuer’s industry is selected as the valuation index.
The issue price is 82.79 yuan / share, and the corresponding market sales ratio is:
(1) 75.37 times (the income per share is calculated by dividing the operating income audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 83.74 times (the income per share is calculated by dividing the operating income audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after the issuance);
6. The issue price is 82.79 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) The issue price is 82.79 yuan / share, which is lower than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the securities investment fund and other partial stock asset management products established by public offering (hereinafter referred to as “public offering products”) and the social security fund managed by the social security fund investment manager (hereinafter referred to as “social security fund”) ）The lower of the median and weighted average (hereinafter referred to as “four numbers”) of the remaining quotations of the basic endowment insurance fund (hereinafter referred to as “pension”) is 82.7935 yuan.
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 the announcement on the initial public offering of shares and listing on the science and Innovation Board of Shandong Tianyue advanced technology Co., Ltd. (hereinafter referred to as the “issuance announcement”) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
(2) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the company belongs to the computer, communication and other electronic equipment manufacturing industry (Industry Code “C39”). As of December 28, 2021 (T-3), the computer, communication and other electronic equipment manufacturing industry (industry code “C39”) issued by China Securities Index Co., Ltd ）The average static P / E ratio in the last month was 49.86 times.
As of December 28, 2021 (T-3), the market sales rate of comparable listed companies whose main business is similar to that of the issuer is as follows:
Securities code securities abbreviation market value of the company (RMB 100 million) corresponding static market sales rate of operating revenue in 2020 (RMB 100 million) (Times)
688234.sh Tianyue advanced 355.764 two thousand five hundred and eighty-three point seven four
Securities code securities abbreviation market value of the company (RMB 100 million) corresponding static market sales rate of operating revenue in 2020 (RMB 100 million) (Times)
688126.SH National Silicon Industry Group Co.Ltd(688126) -U654. 0418.1136. eleven
Average number of comparable companies 36.11
Data source: wind information, data as of December 28, 2021 (T-3).
Note 1: the accounting policies adopted by Kerui wolfspeed and Erlu, the comparable companies in the same industry disclosed in the prospectus, are different from those of the issuer, so they are not included in the above table; Note 2: the financial data of Tianke Heda, a comparable company in the same industry disclosed in the prospectus, came from its publicly disclosed prospectus. Tianke Heda terminated the listing audit on October 15, 2020 and did not update and disclose its financial data for 2020 and January June 2021, so it was not included in the above table; Note 3: there may be mantissa difference in the calculation of market sales rate, which is caused by rounding.
The market value of the company corresponding to the issuance price of 82.79 yuan / share is 35.576 billion yuan, the operating revenue of Tianyue advanced in 2020 is 424.8119 million yuan, and the market sales rate corresponding to the issuance price is 83.74 times, which is higher than the average of comparable companies in the same period. 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 co sponsors (co lead underwriters) draw investors’ attention to investment risks, carefully study and judge the rationality of issue pricing, and make investment rationally.
(3) Investors are reminded that after the issuance price is determined, 315 investors have submitted valid quotations for the offline issuance, 7788 placing objects have been managed, and the total number of effective proposed subscriptions is 53833.1 million shares, which is 1957.43 times of the initial offline issuance scale before the call back.
(4) Letter of intent of Shandong Tianyue advanced technology Co., Ltd. for initial public offering and listing on the science and Innovation Board The required amount of raised funds disclosed in the is RMB 2 million, the issue price is RMB 82.79/share, and the corresponding financing scale is RMB 355757783, which is higher than the above-mentioned required amount of raised funds. The remaining funds after the actual net raised funds meet the needs of raised investment projects will be used for working funds related to the company’s main business or used in accordance with the relevant provisions of regulatory authorities.
(5) 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, and the issuer and the joint sponsor (co lead underwriters) according to the preliminary inquiry results, comprehensively considering the issuer’s fundamentals, the issuer’s industry, market conditions, demand for raised funds, underwriting risk and other factors, negotiate and determine the issue price. 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 recommended not to participate This issue. (6) 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 joint sponsors (joint lead underwriters) can not guarantee that the stock will not fall below the issue price after listing.
7. The issuer expects to use the raised capital of 2 million yuan for this raised investment project. Based on the issuance price of 82.79 yuan / share and the number of new shares issued of 42971105 shares, the total amount of funds raised by the issuer is expected to be 355757783 yuan, After deducting the issuance expenses of about 354106400 yuan (excluding tax), the net amount of funds raised is expected to be about 3203471300 yuan. There is a risk that the substantial increase in the scale of net assets due to the acquisition of the raised funds 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 shares issued this time, the shares issued online have no circulation restrictions and restricted sales period arrangements, and can be circulated from the date when the shares issued this time are listed on the Shanghai Stock Exchange.
Offline issuance, public offering products, social security funds, pensions Among the enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund, insurance funds (hereinafter referred to as “insurance funds”) in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and the funds of qualified foreign institutional investors, 10% of the final allocated accounts (rounded up), the company shall promise that the restricted period of the shares to be allotted this time is 6 months from the date of the issuer’s initial public offering and listing. The restricted period will be determined by lottery after the offline investors complete their payment. The online lower limit auction period will be allotted according to the allotment object, and each allotment object will be assigned a number. Once the offline investors report The price is deemed to be the acceptance of the online lower selling period arrangement of this offering.
For the strategic placement, the restricted period of the shares allocated by the relevant subsidiaries of the sponsor is 24 months. The Guotai Junan Securities Co.Ltd(601211) Junxiang science and Innovation Board Tianyue advanced No. 1 strategic placement collective asset management plan promises that the restricted period of the shares allocated this time is 12 months from the date of the issuer’s initial public offering and listing, Other strategic investors promise that the restricted period of the shares allocated this time is 12 months, and the restricted period shall be calculated from the date when the shares issued this time are listed 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 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 shall be invalid. 11. After the completion of this offering, it can be publicly listed on the Shanghai Stock Exchange only after it is approved by the Shanghai Stock Exchange
