JieChuang Intelligent Technology Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
The application of JieChuang Intelligent Technology Co., Ltd. (hereinafter referred to as "JieChuang intelligent", "issuer" or "company") for the initial public offering of 25.62 million RMB common shares (A shares) (hereinafter referred to as "this offering") has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 538).
After negotiation between the issuer and the recommendation institution (lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "recommendation institution (lead underwriter)"), the number of shares issued this time is 25.62 million, all of which are new shares issued publicly, and the shareholders of the issuer will not transfer their old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
1. After the preliminary inquiry, the issuer and the recommendation institution (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 JieChuang Intelligent Technology 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, By consensus, all placing objects whose proposed purchase price is higher than 46.20 yuan / share (excluding 46.20 yuan / share) will be eliminated; All placing objects with a proposed subscription price of 46.20 yuan / share and a subscription amount of less than or equal to 7.2 million shares will be eliminated. A total of 100 placing objects were excluded in the above process, and the total number of shares to be purchased was 523.7 million, accounting for 1.009% of the total number of 519153 million shares to be purchased after excluding the quotation of unqualified investors in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's fundamentals, industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors, and negotiate to determine that the price of this issuance is 39.07 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on April 11, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The subscription date of this offline offering is the same as the online subscription date as April 11, 2022 (t day). The median and weighted average of the price, as well as the Securities Investment Fund (hereinafter referred to as "public fund") established through public offering after excluding the highest quotation, the National Social Security Fund (hereinafter referred to as "social security fund"), the basic old-age insurance fund (hereinafter referred to as "pension") The lower of the median quotation and weighted average of 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 is 390708 yuan / share. According to item (IV) of Article 39 of the implementation rules, the relevant subsidiary of the sponsor Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as "Zhengyu investment") does not need to participate in this strategic placement, and all the shares initially invested by Zhengyu investment will be transferred back to offline issuance.
According to the final determined price, the final strategic placement number of the special asset management plan for senior managers and core employees of the issuer is 1621960 shares, with a difference of 940040 shares from the initial estimated subscription number of 2562000 shares.
The number of strategic shares issued this time is 3.84 million, accounting for 150000% of the initial allotment. The final number of strategic placement was 1621960 shares, accounting for 6.33% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement of 2221040 shares will be transferred back to offline issuance.
4. This issuance is finally carried out 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 the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
5. The issue price is 39.07 yuan / share, and the corresponding P / E ratio is:
(1) 23.73 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); (2) 28.86 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); (3) 31.64 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 after this issuance); (4) 38.48 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).
6. The issue price is 39.07 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the issuer's industry is software and information technology services (I65). As of April 6, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 50.95 times.
The issuance price of 39.07 yuan / share corresponds to the issuer's net profit diluted P / E ratio of 38.48 times before and after deducting non recurring profits and losses in 2020, which is lower than the industry's average static P / E ratio of 50.95 times in the latest month released by China Securities Index Co., Ltd. on April 6 (T-3) 2022.
(2) As of April 6, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
In 2020, deduct the static securities code corresponding to the T-3 day shares deducted in 2020. The securities are referred to as non front EPS non back EPS ticket closing price state p / E ratio state p / E ratio (yuan / share) (yuan / share) (yuan / share) (after deduction)
Hengfeng Information Technology Co.Ltd(300605) Hengfeng Information Technology Co.Ltd(300605) 0.3581 0.3174 14.71 41.07 46.34
Enjoyor Technology Co.Ltd(300020) Enjoyor Technology Co.Ltd(300020) 0.2405 0.2083 9.27 38.55 44.51
Inesa Intelligent Tech Inc(600602) Inesa Intelligent Tech Inc(600602) 0.1818 0.1510 8.16 44.88 54.03
Taiji Computer Corporation Limited(002368) Taiji Computer Corporation Limited(002368) 0.6361 0.5176 21.26 33.42 41.08
Pci Technology Group Co.Ltd(600728) Pci Technology Group Co.Ltd(600728) 0.0522 0.0443 7.43 142.27 167.65
Mean value --- 39.48 46.49
Data source: wind information, data as of April 6, 2022 (T-3).
Note 1: calculation criteria of EPS before / after deduction of non recurring profit and loss in 2020: net profit attributable to the parent company before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 (April 6, 2022).
Note 2: the abnormal value ( Pci Technology Group Co.Ltd(600728) ) is excluded from the calculation of the mean value of static P / E ratio.
The issuance price of 39.07 yuan / share corresponds to the lower net profit diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 38.48 times, which is lower than the industry's average static P / E ratio of 50.95 times in the latest month released by China Securities Index Co., Ltd. and 46.49 times lower than the comparable company's average static P / E ratio after deducting non recurring profits and losses in 2020. 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.
(3) 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 and cninfo (www.cn. Info. Com. CN) published on the same day Announcement on initial public offering and listing on gem of JieChuang Intelligent Technology Co., Ltd. (hereinafter referred to as "issuance announcement").
(4) This offering follows the principle of market-oriented pricing. 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 offering price according to the preliminary inquiry results and comprehensively considering the issuer's fundamentals, industry, market conditions, valuation level of listed companies in the same industry, demand for raised funds, underwriting risk and other factors. The offering price does not exceed the lower of the median and weighted average of the offline investors' quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. If any investor participates in the subscription, it shall be deemed that it has accepted the issue price. If there is any objection to the issue pricing method and issue price, it is suggested not to participate in this issue.
(5) 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.
7. Based on the issuance price of 39.07 yuan / share and the issuance of 25.62 million new shares, the total amount of funds raised by the issuer is expected to be 1 Fspg Hi-Tech Co.Ltd(000973) 4 million yuan. After deducting the estimated issuance cost of about 894249 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 9115485 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. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed 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. Once offline investors quote, they will be deemed to accept the online lower limit selling period arrangement of this offering.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
10. Offline investors shall, according to the announcement on the results of initial public offering of shares by JieChuang Intelligent Technology Co., Ltd. and initial offline placement of shares listed on GEM, timely and fully pay the subscription funds for new shares according to the final issuance price and initial placement quantity before 16:00 on April 13 (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 there are more than one new shares to be issued on the same day, all of them will be 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 the online investors win the lottery in the subscription of new shares, they shall fulfill the obligation of capital settlement according to the announcement on the results of the initial public offering of shares by JieChuang Intelligent Technology Co., Ltd. and online lottery for listing on the gem, so as to ensure that their capital account will have sufficient capital for the subscription of new shares on April 13 (T + 2) 2022. The insufficient part shall be deemed to have given up the subscription, and 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).
11. 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.
12. 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 science and innovation board, gem, motherboard and other sectors
