Jiayuan Technology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
hot tip
Jiayuan Technology Co., Ltd. (hereinafter referred to as “Jiayuan technology”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]) (hereinafter referred to as“ Registration measures, special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the “special provisions”) Detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as “detailed rules for the implementation of business”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”) and detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”) Code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142), rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212) Relevant laws and regulations, regulatory provisions, self-discipline rules and other documents such as the rules for placement of initial public offering shares (Zhong Zheng Xie Fa [2018] No. 142) organized the implementation of initial public offering shares and listed on the gem.
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
This preliminary inquiry and offline issuance are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Clearing Shenzhen Branch”). Investors are invited to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. This online issuance is conducted through the trading system of Shenzhen Stock Exchange. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc., as follows:
1. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules specified in the announcement on preliminary inquiry and promotion of initial public offering of shares by Jiayuan Technology Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 52.00 yuan / share (excluding 52.00 yuan / share) shall be eliminated; Eliminate all placing objects with the proposed subscription price of 52.00 yuan / share and the proposed subscription quantity of less than 7 million shares (excluding); Among the placing objects with the proposed subscription price of 52.00 yuan / share, the proposed subscription quantity is equal to 7 million shares, and the system submission time is 14:42:18:652 on December 29, 2021, one placing object is removed from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. In the above process, a total of 112 placing objects are excluded, and the total number of proposed subscription is 616.1 million shares, accounting for about 1.0019% of the total number of 61490.2 million shares after excluding the quotation of unqualified investors in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. See the part marked “high price rejection” in the attached table “preliminary inquiry and quotation of placing objects” for specific rejection.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s industry, valuation level of comparable companies, market conditions, demand for raised funds, underwriting risk and other factors, and negotiate to determine the issuance price of 46.80 yuan / share. The offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on January 5, 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 the same as January 5, 2022 (t day), in which the offline subscription time is 09:30-15:00, and the online subscription time is 09:15-11:30, 13:00-15:00.
3. The issuing price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 46.80 yuan / share, which exceeds 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 median quotation of basic endowment insurance fund (hereinafter referred to as “pension”), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) and insurance funds (hereinafter referred to as “insurance funds”) in accordance with the measures for the administration of the use of insurance funds The lower of the weighted average (hereinafter referred to as the “four values”) is 45.5531 yuan / share, and the exceeding range is about 2.74%. According to item (4) of Article 39 of the business implementation rules, the relevant subsidiaries of the recommendation institution shall participate in the strategic placement.
The initial number of strategic placement shares issued in this issuance is 3460995, accounting for 15.00% of this issuance. Among them, the issuer’s senior managers and core employees participated in the initial strategic placement of 2307330 shares in the special asset management plan established by the strategic placement (hereinafter referred to as “Jiayuan science and technology war asset allocation management plan”), accounting for 10.00% of the number of shares issued this time; The initial strategic placement of relevant subsidiaries of the sponsor was 1153665 shares, accounting for 5.00% of the issuance. The subscription funds promised by the strategic placement investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
The strategic placement of this issuance is finally composed of Jiayuan science and technology war allocation management plan and follow-up investment of relevant subsidiaries of the sponsor. According to the issuance price of 46.80 yuan / share determined through negotiation between the issuer and the recommendation institution (lead underwriter), the scale of this issuance is 1079830400 yuan. According to the detailed rules for the implementation of business, “if the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment proportion is 4%, but not more than 60 million yuan”. The number of final strategic placement shares of CSI investment is 922932, accounting for 4.00% of the number of shares issued this time. The final number of strategic placement shares of Jiayuan science and technology war asset allocation management plan is 1260683 shares, accounting for about 5.46% of the number of shares issued this time.
4. The 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 in Shenzhen market and the market value of non restricted Depositary Receipts (hereinafter referred to as “online issuance”).
This offline issuance is through the offline issuance electronic platform of Shenzhen Stock Exchange（ https://eipo.szse.cn. ）And the registration and settlement platform of CSDCC Shenzhen Branch; Online issuance is implemented through the trading system of Shenzhen Stock Exchange.
5. Arrangement of restricted sale period: the shares issued online this time have no circulation restrictions and restricted sale period arrangement, and can be circulated from the date of listing of the shares publicly issued this time 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, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline subscription, they do not need to fill in the arrangement of the sales restriction period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online sales restriction period disclosed in this announcement.
In terms of strategic placement, the restricted period of shares allocated to Jiayuan science and technology war asset management plan is 12 months, and the related subsidiary of the sponsor is Citic Securities Company Limited(600030) Investment Co., Ltd., and the restricted period of shares allocated is 24 months. The restricted sale period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange. After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
6. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
7. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will determine whether to start the online and offline call back mechanism according to the overall subscription, and adjust the number of online and offline issuance. The launch of the call back mechanism will be determined according to the initial effective subscription multiple of online investors.
8. Offline investors shall, in accordance with the announcement on initial public offering of shares by Jiayuan Technology Co., Ltd. and initial placement results of offline issuance listed on GEM (hereinafter referred to as the announcement on initial placement results of offline issuance), according to the finally determined issuance price and initial placement quantity before 16:00 on January 7 (t + 2) 2022, The subscription funds for new shares shall be paid in time and in full, and the subscription funds shall be received before 16:00 on January 7 (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 circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object on the same day shall be invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After winning the subscription of new shares, online investors shall fulfill their capital payment obligations in accordance with the announcement on the results of initial public offering of shares by Jiayuan Technology Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on the results of online lottery”), so as to ensure that their capital account will have sufficient new share subscription funds on January 7 (T + 2) 2022, The insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The investor’s fund transfer shall comply with the relevant provisions of the securities company where the investor is located.
The shares that offline and online investors give up their subscription without paying the subscription amount in full shall be underwritten by the sponsor (lead underwriter).
9. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The number of violations of placing objects in the stock markets of Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) shall be calculated together. During the period of being included in the restricted list, the placing object shall not participate in the offline inquiry and placement of relevant projects in all sectors of the stock market of Beijing stock exchange, Shanghai Stock Exchange and Shenzhen Stock Exchange.
If an online investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, it shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant’s latest declaration of abandonment of subscription. 10. When the total number of shares subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
11. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Carefully read the special announcement on investment risk of initial public offering and listing on gem of Jiayuan Technology Co., Ltd. (hereinafter referred to as “special announcement on investment risk”) published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on January 4, 2022 (t-1), and fully understand the market risk, Prudently participate in this IPO.
Valuation and investment risk tips
1. The issue price is 46.80 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 company is “I65 software and information technology service industry”. As of December 29, 2021 (T-4), the average static P / E ratio of “I65 software and information technology service industry” released by China Securities Index Co., Ltd. in the latest month is 61.11 times. The issuance price of 46.80 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 82.01 times higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd., with an excess range of 34.20%. There are three reasons: first, the company has complete qualifications, In terms of information integrated solution business, it has obtained a number of industry and quality qualification certifications such as class I professional contracting of electronic and intelligent engineering, cmmi-5 international certification and relevant secret related qualification of national key units, and has obtained the necessary military qualification in terms of network information security business. The customers of the company’s network information security business are military customers. Military customers have high requirements for technical security and confidentiality, and relevant military qualifications have high requirements for the applicant’s comprehensive strength, long certification time and great difficulty in certification. With its complete qualification advantages, the company has become a pioneer in the market, and its performance growth rate ranks first in the industry
