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Zhaoxun media: the listing announcement of zhaoxun media’s initial public offering of shares and listing on the gem

Stock abbreviation: zhaoxun media stock code: 301102 zhaoxun Media Advertising Co., Ltd

Mega-info Media Co.,Ltd.

(1036 Huaying building, Central Avenue, Tianjin Airport Economic Zone)

Initial public offering and listing on GEM

of

Listing announcement

Sponsor (lead underwriter)

(unit A02, 35 / F and 28 / F, Allianz building, 4018 Jintian Road, Futian District, Shenzhen) March 2002

hot tip

The shares of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “the issuer”, “the company”, “the company” or “zhaoxun media”) will be listed on the gem of Shenzhen Stock Exchange on March 28, 2022. The company reminds investors to fully understand the risks of the stock market and the risk factors disclosed by the company, avoid blindly following the trend of “speculation” in the initial stage of IPO, and make prudent decision and rational investment.

Unless otherwise specified, the definitions of abbreviations or terms in this listing announcement are consistent with those in the prospectus of the company’s initial public offering of shares and listing on the gem.

Section I important statements and tips

1、 Important statements and tips

The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law.

The opinions of Shenzhen Stock Exchange and relevant government authorities on the listing of the company’s shares and related matters do not indicate any guarantee to the company.

The company reminds investors to carefully read the information published on cninfo.com.cn China Securities Network (www.cs. Com. CN.) China Securities Network (www.cn. Stock. Com.) Securities Times (www.stcn. Com.) Securities Daily (www.zqrb. CN.) The contents of the “risk factors” chapter of the company’s prospectus should pay attention to risks, make prudent decisions and make rational investment.

The company reminds the majority of investors to pay attention to the relevant contents not involved in this listing announcement. Please refer to the full text of the company’s prospectus. 2、 Special tips on investment risk at the initial stage of gem IPO

The issue price is 39.88 yuan / share. According to the industry classification guidelines of listed companies (revised in 2012) issued by the CSRC, the industry of zhaoxun media is “commercial service industry” (Industry Classification Code: L72). As of March 7, 2022 (T-4), the average static P / E ratio of “commercial service industry (L72)” released by China Securities Index Co., Ltd. in the latest month is 27.51 times.

As of March 7, 2022 (T-4), the valuation levels of comparable listed companies are as follows:

Securities March 2022, 2020 deduction, 2020 deduction, 2020 deduction, 2020 deduction, securities code abbreviation, 7-day closing price, earnings per share (yuan / post earnings per share, non former P / E, non post P / E (yuan / share) (yuan / share) rate (Times) rate (Times)

Focus Media Information Technology Co.Ltd(002027) .sz focus 7.12 0.2772 0.252525.69 28.20 media

Beijing Bashi Media Co.Ltd(600386) .sh Beiba 4.16 0.0845 0.079649.23 52.26

Guangdong Insight Brand Marketing Group Co.Ltd(300781) .sz insey 20.92 0.1451 0.0785144.18 266.50 group

Average value (excluding Guangdong Insight Brand Marketing Group Co.Ltd(300781) ) 37.46 40.23

Average 73.03 115.65

Note: 1. The closing price data of day T-4 comes from wind; 2. EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to parent company before / after deduction of non recurring profit and loss in 2020 / total share capital on T-4 day; 3. Corresponding static P / E ratio before / after deduction (2020) = T-4 closing price / EPS before / after deduction in 2020.

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 published by China Securities Index Co., Ltd., with an excess of 42.97%, which is lower than the average static P / E ratio of comparable companies (excluding Guangdong Insight Brand Marketing Group Co.Ltd(300781) ) in 2020, 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 issuing price of this offering is 39.88 yuan / share, which does not exceed the median and weighted average of offline investors’ quotations after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment 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 and other provisions, whichever is lower, is 398804 yuan / share. Therefore, the relevant subsidiaries of the sponsor need not participate in the follow-up investment.

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.

The company reminds investors to pay attention to the investment risks at the initial stage of IPO listing. Investors should fully understand the risks and rationally participate in the trading of new shares.

Specifically, the risks at the initial stage of listing include but are not limited to the following:

(I) relaxation of price limit

The competitive trading of GEM stocks is subject to a wide range of rise and fall limits. For stocks that are IPO and listed on the gem, there is no rise and fall limit in the first five trading days after listing, and then the rise and fall limit is 20%. On the first day of the listing of new shares on the main board of Shenzhen Stock Exchange, the increase limit was 44%, the decrease limit ratio was 36%, and then the increase and decrease limit was 10%. The gem further relaxed the limit on the rise and fall of stocks in the initial stage of listing, and increased the trading risk.

(II) less circulating shares

At the initial stage of listing, the share lock period of the original shareholders is 36 months; Offline investors promise that the sales restriction period of 10% of the shares allocated to them is 6 months, and the other 90% of the shares are sold indefinitely; Among the strategic investors, the restricted period of the shares allocated to the senior managers and core employees of the issuer participating in the special asset management plan established by this strategic placement is no less than 12 months, the restricted period of 50% of the shares allocated to other strategic investors is 12 months, and the restricted period of the other 50% is 24 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.

In view of the above restrictions on the sale of shares, this public offering of 50 million shares has a total share capital of 200 million shares, of which 43159054 shares are tradable without restrictions, accounting for 21.58% of the total share capital after the issuance. At the initial stage of listing, the number of tradable shares of the company is small, and there is a risk of insufficient liquidity.

(III) risk that can be regarded as the subject matter of margin trading on the first day of stock listing

GEM stocks can be used as the subject of margin trading on the first day of listing, which may produce certain price fluctuation risk, market risk, margin call risk and liquidity risk. Price fluctuation risk means that margin trading will aggravate the price fluctuation of the underlying stock; Market risk refers to that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the change of the original stock price, but also the risks caused by the change of the stock price of new investment, and pay the corresponding interest; Margin call risk means that investors need to monitor the level of guarantee ratio in the whole process of trading to ensure that it is not lower than the maintenance margin ratio required by margin trading; Liquidity risk refers to that when the price of the underlying stock fluctuates violently, the financed purchase of securities or the repayment of securities, the sale of securities or the repayment of securities may be blocked, resulting in greater liquidity risk.

(IV) risk of decline in return on net assets

With the funds raised by the company’s initial public offering and listing on the gem in March 2022, the company’s net assets increased significantly. Although the company has fully demonstrated the project invested with raised funds and the expected benefits are good, the project invested with raised funds has a certain construction cycle and production period, and it is difficult to fully generate benefits in the short term. The growth of the company’s profits may not keep pace with the growth of net assets in the short term. After this issuance, the company has the risk of declining return on net assets in the short term.

(V) there may be a risk of falling below the issue 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.

3、 Special risk tips

The company specially reminds investors that before making investment decisions, they must carefully read all the contents of “section IV Risk Factors” in the prospectus of the company, and pay special attention to the following risk factors: (I) the risk of the impact of changes in real estate customers and related party customers on the performance of the issuer

In 2018, 2019, 2020 and January June 2021, the company’s real estate customers accounted for 12.75%, 22.11%, 29.70% and 12.06% of the company’s revenue respectively, and the company’s related party customers accounted for 2.11%, 5.33%, 8.85% and 10.40% of the company’s revenue respectively. In 2018, 2019, 2020 and January June 2021, excluding the income of real estate customers and related party customers, the company’s main business income was 325788100 yuan, 324976300 yuan, 309054900 yuan and 191085800 yuan respectively, which had a great impact. If real estate customers and related party customers are adversely affected by relevant industrial policies, the company may face the risk of decline in revenue and profit and bad debt of accounts receivable.

(II) risk of loss of digital media resources

Since its establishment, the company has always focused on the development and operation of railway media resources. As of the signing date of this prospectus, the company has signed media resource use agreements with 17 of China’s 18 Railway Bureau groups except Urumqi bureau group, and has built a high-speed railway digital media network covering the whole country. However, as the communication value of high-speed railway media is valued and recognized by more and more industry participants, the competition of high-speed railway media resources is becoming more and more intense. If the company fails to successfully renew the agreements with some railway administration groups in the future due to the factors such as the adjustment of media resources management strategy of the railway administration group, competition and management policy changes, the competitive advantage of the company’s high-speed railway digital media network will be weakened, which will have an adverse impact on the company’s business performance.

(III) risk of substantial increase in the purchase price of media resource use right or failure to renew the contract in the later stage

The media resource use agreement currently signed between the company and the Railway Bureau Group stipulates that for the survival agreement, the company and the railway bureau group usually agree to increase the purchase price according to a certain proportion every year; For the renewal of the contract after the expiration of the contract, the company and the railway bureau group usually reprice, which will also increase by a certain proportion compared with the purchase price of the previous contract. With the increasing value of high-speed rail media resources, the competition is becoming more and more fierce. After the price rises, the company may not win the bid, resulting in the loss of important hub sites, which will affect the company’s market position in the field of high-speed railway media. The company has the risk of increasing the purchase price of digital media resources with the continuous passage of cooperation time with the Railway Bureau Group, which will increase the company’s operating costs and have a significant adverse impact on the company’s profitability.

Taking 2020 as an example, under the condition that the main business income and main business cost (except media resource usage fee) remain unchanged, the impact of the rise of media resource usage fee on the company’s gross profit margin is as follows:

Unit: 10000 yuan

Project media resource usage media resource usage media resource usage media resource usage fee increases by 0%, 20%, 30% and 40%

Main business income 4880636488063648806364880636

Main business cost 1888827219417623468512499525

Including: media resource usage fee 1526746183209519847702137444

Gross profit 2991809

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