Beijing Jingwei Hengrun Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
Co lead underwriter: Huaxing Securities Co., Ltd
The application of Beijing Jingwei Hengrun Technology Co., Ltd. (hereinafter referred to as the “issuer”) for initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (hereinafter referred to as the “issuance”) was examined and approved by the stock listing committee of the science and innovation board of Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) on November 29, 2021, It has been approved for registration by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in document zjxk [2022] No. 301.
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering, and Huaxing Securities Co., Ltd. (hereinafter referred to as “Huaxing securities”) serves as the joint lead underwriter of this offering ( Citic Securities Company Limited(600030) and Huaxing securities hereinafter collectively referred to as “joint lead underwriter”).
After negotiation between the issuer and the joint lead underwriters, it is determined that the number of shares issued this time is 30 million, all of which are new shares issued to the public. The issuance will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform on April 7, 2022 (t day).
The issuer and the co lead underwriters specially draw the attention of investors to the following contents:
1. This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”), offline inquiry placement to qualified 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 market value in Shanghai market (hereinafter referred to as “online issuance”).
The joint lead underwriters are responsible for the strategic placement, preliminary inquiry and online and offline issuance of this offering. The strategic placement is conducted at the joint lead underwriters, and the preliminary inquiry and offline issuance are through the subscription platform（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
2. The issuer and the co lead underwriters will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted.
3. After the preliminary inquiry, the issuer and the co lead underwriters shall, in accordance with the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Beijing Jingwei Hengrun Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “announcement on issuance arrangement and preliminary inquiry”), after excluding the preliminary inquiry results of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 196.88 yuan / share (excluding 196.88 yuan / share) will be eliminated; The placing objects with the proposed purchase price of 196.88 yuan / share and the proposed purchase quantity of less than 5.6 million shares will be eliminated. A total of 157 placing objects were excluded in the above process, and the total number of shares to be purchased was 370.2 million, accounting for about 1.0106% of the total number of 366308 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. According to the inquiry and quotation of offline issuance, the issuer and the joint lead underwriter comprehensively evaluate the reasonable investment value of the company, the secondary market valuation level of comparable companies and the secondary market valuation level of their industry, and fully consider the effective subscription multiple of offline investors, market conditions, demand for raised funds, underwriting risk and other factors, and negotiate to determine the issuance price of 121.00 yuan / share, Offline issuance will no longer conduct cumulative bidding inquiry.
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. Among them, the offline subscription time is 09:30-15:00, and the online subscription time is 09:30-11:30 and 13:00-15:00.
5. The issue price is 121.00 yuan / share, and the corresponding P / E ratio is:
(1) 183.65 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);
(2) 147.77 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);
(3) 244.87 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);
(4) 197.03 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 2020 in accordance with Chinese accounting standards by the total share capital after this issuance).
6. The issue price is 121.00 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) The price of this offering shall not exceed the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the securities investment funds and other partial share asset management plans established by public offering (hereinafter referred to as “public offering products”) The lower of the median and weighted average of the remaining quotations of the social security fund (hereinafter referred to as “social security fund”) and the basic endowment insurance fund (hereinafter referred to as “pension”) managed by the social security fund investment manager (hereinafter referred to as “the lower of the four numbers”) is 1210000 yuan / share.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. The quotation of offline investors is published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Beijing Jingwei Hengrun Technology Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance announcement”).
(2) According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is computer, communication and other electronic equipment manufacturing (C39). As of March 31, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 40.82 times.
The valuation levels of comparable listed companies whose main business and business model are similar to those of the issuer are as follows:
In 2020, deduct the static corresponding static securities corresponding to the stocks deducted on T-3 days in 2020. The closing price P / E ratio of securities not before EPS not after EPS. The P / E ratio code is abbreviated as (yuan / share) (yuan / share) (yuan / share) (before deduction) (after deduction) (Times) (Times)
Huizhou Desay Sv Automotive Co.Ltd(002920) .SZ Huizhou Desay Sv Automotive Co.Ltd(002920) 0.9331 0.8322 126.62 135.69 152.16
Foryou Corporation(002906) .SZ Foryou Corporation(002906) 0.3814 0.2511 38.70 101.48 154.14
Thunder Software Technology Co.Ltd(300496) .SZ Thunder Software Technology Co.Ltd(300496) 1.0433 0.8609 99.20 95.08 115.23
Hwa Create Corporation(300045) .SZ Hwa Create Corporation(300045) 0.0453 0.0334 8.53 188.14 255.25
Arithmetic mean 130.10 169.20
Data source: wind information, data as of March 31, 2022 (T-3).
Note 1: if there is any difference in the calculation of the above figures, it is caused by rounding and retaining two decimal places.
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-3 day.
The issuance price of 121.00 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 244.87 times higher than the average static P / E ratio of comparable companies in the same industry. 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 co lead underwriter remind investors to focus on investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
(3) After the issue price is determined, the number of investors submitting effective quotations for offline issuance is 118, the number of placement objects managed is 3470, and the total number of effective proposed subscriptions is 19769300 shares, which is 117674 times of the initial offline issuance scale before call back.
(4) 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, taking into account the issuer’s fundamentals, market conditions, the valuation level of comparable listed companies in the same industry, the demand for raised funds and underwriting risks. The issue price determined this time does not exceed the lower of four numbers. 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.
(5) Investors should pay full attention to the risk factors contained in the marketization of pricing, know that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and co lead underwriters cannot guarantee that the shares will not fall below the issue price after listing.
7. The issuer expects to use the raised capital of 500 million yuan for this raised investment project. Based on the issuance price of 121.00 yuan / share and the number of new shares issued of 30 million shares, the total amount of funds raised by the issuer is expected to be about 3630 million yuan. After deducting the issuance expenses of 141993 million yuan (excluding tax), the net amount of funds raised is expected to be about 3488007 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.
8. The shares issued online this time have no circulation restrictions and the arrangement of the restricted sale period, and can be circulated from the date when the shares issued to the public are listed on the science and Innovation Board of Shanghai Stock Exchange.
In the offline issuance part, the allocated public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds, insurance funds in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and funds of qualified foreign institutional investors, 10% of the final allocated account (rounded up) shall promise that the holding period of the shares to be allocated this time is 6 months from the date of the issuer’s initial public offering and listing, and the aforesaid account of the placing object will be determined by lottery. The shares allocated to the placement target account managed by offline investors who have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange.
In terms of strategic placement, CSI promises that the restricted sale period of the shares allocated this time is 24 months, Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the No. 1 collective asset management plan of the strategic placement on the Kechuang board, Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the No. 2 collective asset management plan of the strategic placement on the Kechuang board, Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the No. 3 collective asset management plan of the strategic placement on the Kechuang board Citic Securities Company Limited(600030) Jingwei Hengrun employees participated in the No. 4 collective asset management plan of strategic placement on the science and innovation board and other strategic investors. The restricted period of shares allocated this time is 12 months, which is calculated from the date of listing of the shares publicly issued this time on the Shanghai Stock Exchange.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
10. For this issuance and subscription, any placing object can only choose offline issuance or online issuance for subscription. All placing objects who participate in the preliminary inquiry, no matter whether the quotation is valid or not, can no longer participate in the online issuance. Investors can only use one securities account to participate in the subscription of online public offering shares. If the same investor uses multiple securities accounts to participate in the subscription of the same new share, or if the investor uses the same securities account to participate in the subscription of the same new share for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
11. After the completion 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 subscription according to the issue price plus the bank deposit interest in the same period.
12. Investors are required to pay attention to investment risks. In case of the following circumstances, the issuer and the co lead underwriters will negotiate to take measures to suspend the issuance:
(1) The total amount of offline subscription is less than the initial number of offline issuance;
(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) After deducting the final strategic placement, the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering;
(4) The issuer’s major post meeting events in the issuance process affect the issuance;
(5) According to Article 36 of the measures for the administration of securities issuance and underwriting and Article 27 of the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange: if the CSRC and Shanghai Stock Exchange find that there are suspected violations of laws and regulations or abnormalities in the process of securities issuance and underwriting,
