Zhaoxun Media Advertising Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM
Sponsor (lead underwriter): Anxin Securities Co., Ltd
The application of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as the “issuer”) for initial public offering and listing on the gem (hereinafter referred to as the “issuance”) has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 6).
After negotiation between the issuer and the sponsor (lead underwriter) Anxin Securities Co., Ltd. (hereinafter referred to as “sponsor (lead underwriter)” or “Anxin securities”), it is determined that the number of shares issued this time is 50 million, all of which are new shares issued to the public. The shareholders of the issuer do not develop and sell their shares publicly. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw the attention of investors to the following contents:
1. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on initial public offering and listing on the gem of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), after excluding the preliminary inquiry results that do not meet the quotation requirements of investors, Eliminate all placing objects whose proposed purchase price is higher than 49.19 yuan / share (including 49.19 yuan / share); Eliminate all placing objects with the proposed subscription price of 49.18 yuan / share and the subscription quantity of less than 14 million shares (excluding); The proposed subscription price is 49.18 yuan / share, the number of subscription is equal to 14 million shares, and the system submission time is 14:25:59:903 on March 7, 2022. According to the order of placement objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange, five placement objects are excluded from the back to the front. The total number of shares to be purchased excluded above is 1002.3 million, accounting for 1.01% of the total number of 994437 million shares to be purchased after excluding invalid quotation in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s industry, 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 that the price of this issuance is 39.88 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry. Investors are requested to make online and offline subscription at this price on March 11, 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 March 11, 2022 (t day), of which the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00. 3. The issue price of this offering is 39.88 yuan / share, which does not exceed the median and weighted average of offline investors’ quotation 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 quotation 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, is 398804 yuan / share, Therefore, relevant subsidiaries of the sponsor need not participate in follow-up investment.
According to the final determined price, the final number of strategic placement shares in the special asset management plan for senior managers and core employees of the issuer is 2507522 shares, accounting for 5.02% of the number of shares issued this time. The final number of strategic placement shares of other strategic investors was 1880641 shares, accounting for 3.76% of the number of shares issued this time. To sum up, the initial strategic placement of this issuance is 10 million shares, accounting for 20% of this issuance. The final number of strategic placement was 4388163 shares, accounting for 8.78% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement will be 5611837 million shares, which will be transferred back to offline issuance.
4. 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 Shenzhen market (hereinafter referred to as “online issuance”).
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
5. The issue price is 39.88 yuan / share, and the corresponding P / E ratio is:
(1) 29.50 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) 28.73 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) 39.33 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) 38.31 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). 6. The issue price is 39.88 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is “L72 business service industry”. As of March 7, 2022 (T-4), the average static P / E ratio of the industry released by China Securities Index Co., Ltd. in the latest month was 27.51 times.
The issuance price of 39.88 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 39.33 times higher than the industry’s average static P / E ratio of 27.51 times in the latest month released by China Securities Index Co., Ltd., with an excess range of 42.97%. 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) As of March 7, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
Earnings per share (yuan / share) earnings per share (yuan / pre P / E ratio (Times) post P / E ratio in 2020
Shares) (Times)
Beijing Bashi Media Co.Ltd(600386) .SH Beijing Bashi Media Co.Ltd(600386) 4.16 0.0845 0.0796 49.23 52.26
Focus Media Information Technology Co.Ltd(002027) .SZ Focus Media Information Technology Co.Ltd(002027) 7.12 0.2772 0.2525 25.69 28.20
Guangdong Insight Brand Marketing Group Co.Ltd(300781) .SZ Guangdong Insight Brand Marketing Group Co.Ltd(300781) 20.92 0.1451 0.0785 144.18 266.50
Average value (excluding Guangdong Insight Brand Marketing Group Co.Ltd(300781) ) 37.46 40.23
Average 73.03 115.65
Data source: CSI, wind
The issuance price of 39.88 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 39.33 times lower than the static P / E ratio of comparable listed companies, but there is still 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.
The pricing rationality of this issue: 1. As of 2021, zhaoxun media has signed media resource use agreements with 17 railway administration groups in China, signed 558 railway passenger stations, operated 5607 digital media screens, and built a high-speed railway digital media network with point to area, line to line intersection and all-round. The core advantage of the company’s self built high-speed railway digital media network is reflected in its breadth and depth of coverage. In the recent year, the revenue of customers who chose national package has accounted for more than 50%. It is difficult for new entrants to copy or subvert the company’s built high-speed railway digital media network in a short time. 2. High speed rail travel is fast, convenient and comfortable. It has become one of the preferred modes of transportation for national travel, providing a huge audience base for high-speed rail media; At the same time, the high-speed railway waiting area has sufficient media communication time and great contact opportunities. It is one of the most valuable communication platforms in the semi enclosed space; The company’s media resources are deeply rooted on both sides of the waiting hall and the ticket gate. Taking advantage of the advantages of parallel perspective and side-by-side communication, the company ensures that the company’s media has more efficient touch and provides more direct scene communication for the brand through modes such as multi screen simultaneous brushing and strong exposure. 3. Since its establishment, zhaoxun media has attached great importance to the integration of digital construction and high-speed railway media. The built information system platform has been in safe operation for many years, and has maintained continuous R & D investment and upgrading; Through the information system platform, the company connects the digital media equipment to the Internet for digital remote control, which can change the publication with one key, which can not only ensure efficient and safe publication and broadcasting, but also meet the accurate, differentiated, flexible and diverse advertising needs of customers. (3) Investors are reminded to pay attention to the difference between the issue 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 Zhaoxun Media Advertising Co., Ltd. initial public offering of shares and listing on the gem (hereinafter referred to as the “issuance announcement”).
(4) This offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the issuer’s industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. The offering price does not exceed the lower of the median and weighted average of the offline investors’ quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. 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 suggested not to participate in this issue.
(5) 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.
7. Based on the issuance price of 39.88 yuan / share and 50 million new shares, the total amount of funds raised by the issuer is expected to be 1994 million yuan. After deducting the estimated issuance cost of about 893962 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 19046038 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. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed on the Shenzhen Stock Exchange.
The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing.
That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares. 10. According to the announcement on the results of initial public offering of shares by zhaoxun Media Advertising Co., Ltd. and initial offline placement listed on GEM, offline investors shall timely and fully pay the subscription funds for new shares according to the final issuance price and initial placement quantity before 16:00 on March 15 (T + 2) 2022.
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. Banks shared by different placing objects
