Jiayuan Technology Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Jiayuan Technology Co., Ltd. (hereinafter referred to as "Jiayuan technology", "issuer" or "company") for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the gem has been examined and approved by the members of the gem listing committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 3309).
After negotiation between the issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor (lead underwriter)"), the number of shares issued this time is 23073300, all of which are new shares issued to the public, and the issuer's shareholders do not transfer their old shares. 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 investors' attention to the following contents:
1. 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").
The strategic placement of this offering shall be organized and implemented by the sponsor (lead underwriter); Preliminary inquiry and offline issuance are 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 pricing according to market value.
2. 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 quotation 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.
3. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) have negotiated and determined that the price of this issuance is 46.80 yuan / share based on the effective subscription multiple, the valuation level of comparable companies in the industry, the issuer's industry, the issuer's fundamentals, market conditions, demand for raised funds and underwriting risks, and 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 the online subscription date are both January 5, 2022, of which the offline subscription time is 09:30-15:00, and the online subscription time is 09:15-11:30 and 13:00-15:00. 4. The issuing price of this offering exceeds the median and weighted average of the offline investors' quotation after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as "public fund"), the National Social Security Fund (hereinafter referred to as "social security fund"), the basic old-age insurance fund (hereinafter referred to as "pension") established through public offering after excluding the highest quotation The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of 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, whichever is lower, is 45.5531 yuan / share, with an excess of about 2.74%. According to item (4) of Article 39 of the detailed rules for the implementation of the issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as the "detailed rules for the implementation of business"), the relevant subsidiaries of the sponsor shall participate in the follow-up investment.
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, "the proportion of follow-up investment is 4%, but not more than 60 million yuan, if the issuance scale is more than 1 billion yuan and less than 2 billion yuan". The final strategic placement number of Citic Securities Company Limited(600030) Investment Co., Ltd., the relevant subsidiary of the sponsor, is 922932 shares, accounting for 4.00% of the issuance number. 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.
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 special asset management plan established by the strategic placement, and the initial strategic placement number was 2307330 shares, accounting for 10.00% of the issuance number; The initial strategic placement number of related subsidiaries of the sponsor was 1153665 shares, accounting for 5.00% of the number of shares issued this time. The final number of strategic placement is 2183615 shares, accounting for about 9.46% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement of 1277380 shares will be transferred back to offline issuance.
5. The issue price is 46.80 yuan / share, and the price earnings ratio corresponding to this price is:
(1) 61.50 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) 60.91 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) 82.01 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 the issuance);
(4) 81.23 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).
6. 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's net profit attributable to the parent before and after deducting non recurring profits and losses in 2020, which is 82.01 times higher than the average monthly static P / E ratio of "I65 software and information technology service industry" released by China Securities Index Co., Ltd. on December 29 (T-4) 2021, 61.11 times, and the excess range is about 34.20%, The reasons are as follows: first, the company has complete qualifications. In terms of information comprehensive 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 qualifications of national key units. In terms of network information security business, it has obtained the military qualification necessary for 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 in the forefront of the industry; Second, since its establishment, the company has attached great importance to technology research and development. With years of accumulation and R & D investment, the company has developed innovative information products such as data visualization platform and security risk control management system. In the field of network information security, the company has a scientific and technological innovation team integrating strategic planning, key technology research, pre research and project demonstration, and has strong competitiveness in coding application fields such as data protection, high-speed coding processing platform and commercial coding. Third, the company adopts the business model of combining software and hardware, which can cover the intelligent information business in the whole industry chain. Compared with traditional system integration competitors, the company can better solve the problems in the subsequent application stage; Compared with software companies, the company has more and more perfect delivery scenarios and project solutions, which has been widely recognized and praised by customers in the industry.
As of December 29, 2021 (T-4), the P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
2020 deduction not 2020 deduction not T-4 day stock corresponding static City securities code securities abbreviation pre EPS (yuan / post EPS (yuan / closing price earnings ratio - deduction not before earnings ratio - deduction not after shares) shares) (yuan / share) (2020) (2020)
300020 Enjoyor Technology Co.Ltd(300020) 0.24050.20838.4335.0540.48
300253 Winning Health Technology Group Co.Ltd(300253) 0.22880.173815.9769.7991.87
002268 Westone Information Industry Inc(002268) 0.19070.173954.36285.02312.55
300799 Beijing Zuojiang Technology Co.Ltd(300799) 0.91730.853877.1584.1090.36
Arithmetic mean 118.49133.81
Data source: wind information, data as of December 29, 2021
Note 1: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
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-4 day.
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, lower than the average static P / E ratio of comparable companies in 2020, but higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. 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) After the issuance price is determined, 224 investors have submitted valid quotations for the offline issuance, and 5326 placing objects have been managed, accounting for about 53.24% of the total number of placing objects after excluding invalid quotations; The total number of effective proposed subscriptions is 32583.4 million shares, accounting for about 52.99% of the total number of subscriptions after excluding invalid quotations, which is about 50% of the initial offline issuance scale after the strategic placement callback and before the online and offline callback
(3) 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, see China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com.. CN) published on the same day Announcement of Jiayuan Technology Co., Ltd. on initial public offering and listing on GEM (hereinafter referred to as the "issuance announcement"). (4) The fund-raising demand amount disclosed in the letter of intent for initial public offering and listing on the gem of Jiayuan Technology Co., Ltd. (hereinafter referred to as the "letter of intent") is 590212100 yuan, the offering price is 46.80 yuan / share, and the corresponding financing scale is 1079830400 yuan, which is higher than the above-mentioned fund-raising demand amount.
(5) 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) combine the effective subscription multiple, the valuation level of comparable companies in the industry, the issuer's industry, the issuer's fundamentals, market conditions The issue price shall be determined through negotiation based on the demand for raised funds, underwriting risk and other factors. The offering price exceeds the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, by 45.5531 yuan / share, with an exceeding range of about 2.74%. 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 in this issue.
(6) Investors should pay full attention to the connotation of pricing marketization
