Jiangsu Hongde special parts Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter):
hot tip
Jiangsu Hongde special parts Co., Ltd. (hereinafter referred to as "Hongde shares", "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") of China Securities Regulatory Commission (hereinafter referred to as "CSRC") Measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]), 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"), Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") "Shenzhen Stock Exchange gem IPO and underwriting business implementation rules" (hereinafter referred to as "implementation rules") (SZS [2021] No. 919), Shenzhen market IPO online issuance implementation rules (SZS [2018] No. 279) (hereinafter referred to as "online issuance implementation rules") Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (SZS [2020] No. 483) (hereinafter referred to as "detailed rules for the implementation of offline issuance") The measures for the implementation of the appropriateness management of investors on the growth enterprise market of Shenzhen Stock Exchange (hereinafter referred to as the measures for the management of appropriateness of investors) and the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) (hereinafter referred to as the "underwriting code") of China Securities Association (hereinafter referred to as the "Securities Association") Rules for the administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212, hereinafter referred to as the "management rules") The detailed rules for the administration of offline investors in initial public offering of shares (Zhong Zheng Xie Fa [2018] No. 142) and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering of shares and listing on GEM.
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the "offline issuance electronic platform"). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on September 18, 2021, and the implementation rules for the issuance and underwriting of initial public offerings on GEM of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange The China Securities Association issued the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212). Investors are invited to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
The issuance price of 26.27 yuan / share corresponds to the issuer's diluted P / E ratio of the lower net profit attributable to the parent before and after deducting non recurring profits and losses in 2020, which is 28.78 times higher than the average monthly static P / E ratio of "C33 metal products industry" released by China Securities Index Co., Ltd. on March 31, 2022 (T-3), with an excess range of 8.77%; It is 25.62 times higher than the arithmetic average value of the static P / E ratio of comparable companies after deducting non earnings in 2020, with an excess range of 12.33%. 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.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. This offering is conducted through a combination of offline inquiry and placement to qualified offline investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
The initial inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline issuance electronic platform; Online issuance is carried out through the trading system of Shenzhen Stock Exchange.
2. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Jiangsu Hongde special parts 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, Eliminate all placing objects whose proposed purchase price is higher than 31.00 yuan / share (excluding 31.00 yuan / share); The proposed subscription price is 31.00 yuan / share, and the placing objects whose subscription quantity is less than 4.8 million shares are eliminated; The proposed subscription price is 31.00 yuan / share, and the placing objects whose subscription amount is equal to 4.8 million shares are eliminated. A total of 85 placing objects were excluded in the above process, and the total number of shares to be purchased was 470.1 million, accounting for 1.0047% of the total number of shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked "high price rejection" in the attached table "preliminary inquiry and quotation".
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 26.27 yuan / share, and the offline issuance will not be subject to cumulative bidding inquiry, taking into account the investor's quotation and the number of proposed subscriptions, the effective subscription multiple, the issuer's fundamentals and industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risk.
Investors are requested to make online and offline subscription at this price on April 7, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The time of online subscription is from 13:00 to 15:00 on September 9, 2029, the same time as that of the next issue.
4. Strategic placement:
The offering price shall not exceed 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 and other provisions, whichever is lower, is 262787 yuan / share.
According to item (IV) of Article 39 of the implementation rules, the relevant subsidiaries of the recommendation institution are not required to participate in this strategic placement.
This offering does not arrange the strategic placement to the senior management and core employees of the issuer, asset management plans and other external investors. The initial number of shares invested by the relevant subsidiaries of the sponsor is 5.00% of the shares of this public offering, i.e. 1.02 million shares. The difference between the initial strategic placement and the final strategic placement will be transferred back to offline issuance.
5. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks 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, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
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 decide whether to start the callback mechanism on April 7, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.
8. Offline investors shall, in accordance with the announcement on offline preliminary placement results of initial public offering of shares by Jiangsu Hongde special parts Co., Ltd. and listing on the gem (hereinafter referred to as the announcement on offline preliminary placement results), timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on April 11 (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-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all 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 lot in the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of Jiangsu Hongde special parts Co., Ltd. in its initial public offering 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 funds for the subscription of new shares on April 11 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are located. The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
9. 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.
10. The placing object shall strictly comply with the industrial regulatory requirements of China Securities Association, and the subscription amount shall not exceed the corresponding asset scale or capital scale. If the offline investor who provides effective quotation fails to participate in the subscription or the offline investor who obtains the preliminary placement fails 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 various sections of the stock market 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 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 online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they 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.
11. The issuer and the sponsor (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally. Please carefully read the special announcement on investment risks of Jiangsu Hongde special parts Co., Ltd. in initial public offering and listing on GEM published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on April 6, 2022 (t-1), and fully understand the market risks, Prudently participate in this IPO.
Valuation and investment risk tips
1. According to the industry classification guidelines of listed companies (revised in 2012) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the industry of Hongde Co., Ltd. is "C33 metal products industry". The static average p / E ratio of "C33 metal products industry" released by China Securities Index Co., Ltd. in the latest month is 26.46 times (as of March 31, T-3, 2022).
The valuation levels of comparable listed companies are as follows:
2020 deduction not 2020 deduction not T-3 day stock corresponding static P / E corresponding static P / E securities code securities abbreviation before EPS after EPS closing price rate - deduction not before rate - deduction not after
(yuan / share) (yuan / share) (yuan / share) (2020) (2020)
Riyue Heavy Industry Co.Ltd(603218) .SH Riyue Heavy Industry Co.Ltd(603218) 1.0122 0.9907 20.70 20.45 20.89
Jiangsu Sinojit Wind Energy Technology Co.Ltd(601218) .SH Jiangsu Sinojit Wind Energy Technology Co.Ltd(601218) 0.2392 0.2362 5.42 22.66 22.95
Suzhou Mingzhi Technology Co.Ltd(688355) .SH Suzhou Mingzhi Technology Co.Ltd(688355) 0.9563 0.7691 25.40 26.56 33.02
Wencan Group Co.Ltd(603348) .SH Wencan Group Co.Ltd(603348) 0.3197
