Chongqing wangbian electric (Group) Co., Ltd
Special announcement on investment risk of initial public offering (the first time) sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Chongqing wangbian electric (Group) Co., Ltd. (hereinafter referred to as the "issuer") for the initial public offering of no more than 83291852 RMB common 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. 490.
After negotiation between the issuer and the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as the "sponsor (lead underwriter)") of this offering, the number of shares issued this time is 83291852, 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 April 18, 2022 (t day).
The preliminary inquiry work of this issuance has been completed. The determined issuance price is 11.86 yuan / share, and the corresponding diluted P / E ratio in 2021 is 22.99 times (earnings per share is calculated according to the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 audited by the accounting firm divided by the total share capital after this issuance), It is higher than the average static P / E ratio of "C31 ferrous metal smelting and rolling processing industry" released by China Securities Index Co., Ltd. in the latest month, and lower than the average static P / E ratio of comparable listed companies in 2020. However, there is still a risk that the decline of the issuer's share price will bring losses to new share investors in the future.
According to the measures on strengthening the supervision of new share issuance (CSRC announcement [2014] No. 4) and other relevant provisions, the issuer and the sponsor (lead underwriter) will continuously issue special announcements on investment risk in China Securities Journal, Shanghai Securities Journal, securities times, securities daily and economic reference network three weeks before online subscription. The announcement time is March 25, 2022 On April 1, 2022 and April 8, 2022, the timing of subsequent issuance will be postponed and brought to the attention of investors.
The online and offline subscription originally scheduled for March 28, 2022 will be postponed to April 18, 2022, and the publication of the announcement on the initial public offering of Chongqing wangbian electric (Group) Co., Ltd. will be postponed. The online roadshow originally scheduled to be held on March 25, 2022 is deferred to April 15, 2022.
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
(I) the details of the online subscription and payment rules of investors 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 11.86 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 April 18, 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 April 18, 2022 (t day), in which the offline subscription time is 09:30-15:00, and the online subscription time is 09:30-11:30, 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 proposed purchase price, from small to large according to the proposed purchase quantity of the placing objects at the same proposed purchase price, and from late to early according to the application time (the application time shall be subject to the records of the subscription platform of the stock exchange above) For the same proposed purchase price, the same proposed purchase quantity and the same reporting time, it shall be sorted from the back to the front according to the order of placing objects automatically generated by the offline purchase platform of Shanghai Stock Exchange. The quantity of the highest quotation in the total amount of proposed purchase shall be excluded, and the excluded amount of proposed purchase shall not be less than 10% of the total amount of proposed purchase by offline investors. When the maximum proposed purchase 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 pay the subscription funds in full and on time according to the determined issuance price and initial placement quantity before 16:00 on April 20, 2022 (T + 2), according to the announcement of offline preliminary placement results and online winning results of initial public offering of shares by Chongqing wangbian electric (Group) Co., Ltd. (hereinafter referred to as "announcement of offline preliminary placement results and online winning results"). 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 winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement according to 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 April 20 (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 information published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 25, 2022 The full text of the prospectus for the initial public offering of Chongqing wangbian electric (Group) Co., Ltd. and the summary of the prospectus for the initial public offering of Chongqing wangbian electric (Group) Co., Ltd.
Investors are reminded to pay special attention to the chapters of "tips on major matters" and "risk factors" in the prospectus, fully understand the issuer's risk factors, judge its operation status and investment value by themselves, 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 11.86 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 "C31 ferrous metal smelting and rolling processing industry". As of March 22, 2022 (T-4), the average static P / E ratio of "C31 ferrous metal smelting and rolling processing industry" released by China Securities Index Co., Ltd. in the latest month was 16.72 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-4 202020202020202020202020 securities code securities abbreviation trading day average price earnings per share earnings per share static P / E ratio static P / E ratio - (including T-4 days) deduction before deduction after deduction before deduction before deduction after deduction (yuan / share) (yuan / share) (yuan / share) (Times) (Times)
Zhejiang Yongjin Metal Technology Co.Ltd(603995) .SH Zhejiang Yongjin Metal Technology Co.Ltd(603995) 53.80 1.7778 1.6252 30.26 33.10
Advanced Technology & Materials Co.Ltd(000969) .SZ Advanced Technology & Materials Co.Ltd(000969) 8.75 0.1008 0.0049 86.77 1,769.17
Mean value (excluding outliers) 30.26 33.10
Data source: wind information, data as of March 22, 2022.
Note 1: the above EPS calculation criteria are: net profit before / after deduction in 2020 / total share capital on T-4 (March 22, 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 22, 2022, the above comparable companies have not disclosed the annual report of 2021, so there is no price earnings ratio of 2021
According to;
Note 4: xianglou Xincai, a comparable company disclosed in the prospectus, is not listed yet, so it is not included in the valuation comparison;
Note 5: the abnormal value ( Advanced Technology & Materials Co.Ltd(000969) ) is excluded from the calculation of the mean value of static P / E ratio.
The issue price is 11.86 yuan / share, which corresponds to the lower of the issuer's net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021. The diluted P / E ratio is 22.99 times, which is higher than the industry's average static P / E ratio in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable listed companies in 2020. However, there is still a risk that the decline of the issuer's share price will bring losses to new share 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 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, economic reference website and Shanghai Stock Exchange (www.sse. Com. CN) published on March 25, 2022 Preliminary inquiry results and delayed issuance announcement of initial public offering of Chongqing wangbian electric (Group) 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 issuance price of 11.86 yuan / share and the number of 83291852 shares, the total amount of funds raised is expected to be 987841400 yuan. After deducting the issuance cost of 1332796 million yuan (excluding tax), the net amount of funds raised is expected to be 854561800 yuan, which does not exceed the amount of investment of 854561800 yuan proposed to be used by the issuer for the project raised and invested in this time disclosed in the prospectus. 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, see the prospectus for the relevant commitment and arrangement of the restricted 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 insufficient part shall be dialed back to the offline
