Guangzhou Lushan New Material Co., Ltd
Special announcement on investment risk of initial public offering
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Guangzhou Lushan new materials Co., Ltd. (hereinafter referred to as the “issuer”) for the initial public offering of 23 Jinzai Food Group Co.Ltd(003000) ordinary shares (A shares) (hereinafter referred to as the “issuance”) has been approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) zjxk [2022] No. 398.
After negotiation between the issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor (lead underwriter)”), the number of shares issued this time is 23 Jinzai Food Group Co.Ltd(003000) , all of which are new shares issued to the public. The offering 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 March 16, 2022 (t day). The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
(I) investors are kindly requested to pay special attention to the issuance process, quotation exclusion rules, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) have negotiated and determined the issue price of 25.79 yuan / share by comprehensively considering the issuer’s fundamentals, industry, market conditions, demand for raised funds and other factors. Investors are requested to make online and offline subscription at this price on March 16, 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 March 16, 2022 (t day), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
2. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the inquiry results after excluding the invalid quotation, quote all the placing objects from high to low according to the declared price, and from small to large according to the proposed purchase quantity of the placing objects at the same declared price For the same declared price and the same quantity to be purchased, the order shall be from the last to the first according to the declaration time (the declaration time and declaration number displayed on the offline subscription platform of Shanghai Stock Exchange). The quantity of the highest part of the total amount to be purchased shall be excluded, and the excluded amount to be purchased shall not be less than 10% of the total amount to be purchased by offline investors. When the maximum declared price is the same as the determined issue price, the Declaration on the price can no longer be excluded, and the exclusion proportion can be less than 10%. The excluded part shall not participate in offline subscription.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
4. Offline investors shall, according to the announcement on offline preliminary placement results and online winning results of initial public offering of shares by Guangzhou Lushan new materials Co., Ltd. (hereinafter referred to as “announcement on offline preliminary placement results and online winning results”), determine the issuance price and preliminary placement quantity before 16:00 on March 18 (t + 2) 2022, Pay the subscription funds in full and on time. Offline investors are allocated multiple new shares every day. Please pay for each new share separately. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves.
After online investors win the subscription of new shares, they shall fulfill the obligation of capital delivery in accordance with the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on March 18 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
5. When the total number of shares paid and 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.
6. If the offline investors with valid quotation fail to participate in the subscription and 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. If an online investor fails to pay in full after winning the lottery three times in a row within 12 months, he shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
(II) any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the investment value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(III) investors who intend to participate in this offering and subscription must carefully read the summary of the prospectus for initial public offering of Guangzhou Lushan New Material Co., Ltd. published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily on March 8, 2022 (T-6) and published on Shanghai Stock Exchange (www.sse. Com. CN) The full text of the prospectus, especially the chapters of “tips on major matters” and “risk factors”, fully understand the risk factors of the issuer, judge its operation status and investment value by itself, and make investment decisions prudently. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves.
(IV) the shares issued offline this time have no circulation restrictions and locking arrangements, and the circulation of the shares issued this time will begin from the date of listing and trading on the Shanghai Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
(V) the price of this offering is 25.79 yuan / share. Investors are requested to judge the rationality of the pricing of this offering according to the following conditions.
1. According to the industry classification guidelines for listed companies issued by the CSRC, the industry of the issuer is “C29 rubber and plastic products industry”. As of March 11, 2022 (T-3), the average static P / E ratio of “C29 rubber and plastic products industry” released by China Securities Index Co., Ltd. in the latest month was 25.13 times.
The P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
20 days before T-3
Average 2020 per share 2020 per share 2020 static 2020 static securities abbreviation price (including t-income – earnings before deduction, earnings after deduction, P / E ratio after deduction, P / E ratio after deduction – deduction, 3) (yuan / (yuan / share) (yuan / share) before (Times) after (Times) shares)
Hangzhou First Applied Material Co.Ltd(603806) 112.05 1.6455 1.5997 68.10 70.04
Shanghai Tianyang Hotmelt Adhesives Co.Ltd(603330) 17.77 0.2178 0.1726 81.55 102.94
Shanghai Hiuv New Materials Co.Ltd(688680) 231.09 2.6569 2.5619 86.98 90.20
Risen Energy Co.Ltd(300118) 26.34 0.1834 -0.1495 143.60 -176.20
Cybrid Technologies Inc(603212) 24.58 0.4803 0.4411 51.17 55.72
Arithmetic mean (excluding negative values) 86.28 79.73
Data source: wind information, data as of March 11, 2022.
Note 1: the above EPS calculation criteria are: net profit attributable to the parent company before / after deduction in 2020 / total share capital on March 11, 2022;
Note 2: if there is any difference between the above figures, it is caused by rounding and retaining two decimal places;
Note 3: as of March 11, 2022, the above comparable companies have not disclosed the annual report of 2021, so there is no P / E ratio data of 2021.
The issue price is 25.79 yuan / share. The corresponding diluted P / E ratio before and after deducting non recurring profits and losses in 2020 is 22.93 times, and the corresponding diluted P / E ratio before and after deducting non recurring profits and losses in 2021 is 22.99 times, which is lower than the average static P / E ratio of the industry in the latest month and the average p / E ratio of comparable companies published by China Securities Index Co., Ltd, However, 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.
2. Investors are reminded to pay attention to the difference between the issuing price and the quotation of offline investors. For the quotation of offline investors, please refer to China Securities Journal, Shanghai Securities Journal, securities times, securities daily and Shanghai Stock Exchange (www.sse. Com. CN) published on the same day Announcement on IPO of Guangzhou Lushan New Material Co., Ltd.
3. 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 sponsor (lead underwriter) negotiate and determine the price of this offering according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, industry, market conditions, fund-raising demand and other factors. 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.
4. This offering may have the risk of falling below the offering price after listing. 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.
(VI) based on the offering price of 25.79 yuan / share and the number of 23 Jinzai Food Group Co.Ltd(003000) shares, the total amount of funds raised is expected to be 5932474 million yuan. After deducting the issuance fee of 707903 million yuan, the net amount of funds raised is expected to be 5224571 million yuan, which does not exceed the amount of funds raised by the issuer for the project disclosed in the prospectus, 5224571 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.
(VII) for the subscription of this issuance, any investor can only choose offline or online way to apply for the subscription, 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 is invalid. (VIII) after the end of this offering, it can only be publicly listed on the Shanghai Stock Exchange after being approved by the Shanghai Stock Exchange. If the approval is not obtained, the shares issued this time will not be listed, and the issuer will return them to the investors participating in the online subscription according to the issue price plus the bank deposit interest for the same period.
(IX) all shares of the issuer are tradable shares. For the limited sale period of shares before this offering, please refer to the prospectus for the relevant commitment and arrangement of the limited sale period. The above share restriction arrangement is a voluntary commitment made by relevant shareholders in accordance with relevant laws and regulations based on the governance needs of the issuer and the stability of operation and management.
(x) investors are invited to pay attention to risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate and take measures to suspend the issuance:
1. After offline subscription, the actual total subscription amount of the placing object with effective quotation is less than the initial offline issuance quantity; 2. If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is dialed back to the offline;
3. The total number of shares subscribed by offline and online investors is less than 70% of the number of this public offering;
4. In case of other special circumstances, the issuer and the recommendation institution (lead underwriter) may decide to suspend the issuance through consultation;
5. The CSRC shall supervise the process of securities issuance and underwriting during and after the event. If it is suspected of violating laws and regulations or there are abnormal circumstances, it shall order the issuer and underwriter to suspend or suspend the issuance, and investigate and deal with relevant matters.
In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will implement measures to suspend the issuance, and disclose the reasons for the suspension and subsequent arrangements. Before restarting the issuance, the issuer shall reach an agreement with the recommendation institution (lead underwriter) on the starting time point and the work arrangement of issuance and sales, and submit it to the CSRC for filing within the validity period of the approval document.
（11） This announcement does not guarantee to reveal all the investment risks of this issuance. It is recommended that investors fully understand the characteristics and risks of the securities market, rationally evaluate their own risk tolerance, and independently decide whether to participate in the subscription of this issuance according to their own economic strength and investment experience.
Issuer: sponsor (lead underwriter) of Guangzhou Lushan New Material Co., Ltd.: Citic Securities Company Limited(600030) March 15, 2022 (this page has no text and is the seal page of special announcement on investment risk of initial public offering of shares by Guangzhou Lushan New Material Co., Ltd.)
