JieChuang Intelligent Technology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
hot tip
JieChuang Intelligent Technology Co., Ltd. (hereinafter referred to as the "issuer", "company" or "JieChuang intelligent") according to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the "administrative measures") and the 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), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the "detailed rules") Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "detailed rules for the implementation of online issuance"), detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as "detailed rules for the implementation of offline issuance") Code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142) The rules for the administration of offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212) 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 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.
Investors are kindly requested to pay attention to the provisions on the issuance method, issuance process, callback mechanism, online and offline subscription and payment, disposal of share abandonment, suspension of issuance, etc. the specific contents are as follows:
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. See the part marked as "high price elimination" in the "attached table: statistical table of investor quotation information" of this announcement for the specific elimination.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risks and other factors, and negotiate to determine the issuance price of 39.07 yuan / share. 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 offline issuance and Subscription Date and online subscription date are the same as April 11, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00. 3. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors 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 According to the measures for the administration of enterprise annuity funds (hereinafter referred to as the "measures for the administration of enterprise annuity funds") and other insurance funds (hereinafter referred to as the "measures for the administration of enterprise annuity funds") with the weighted average value of 39.08 yuan (hereinafter referred to as the "measures for the administration of enterprise annuity funds"). 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.
4. Strategic placement: the initial strategic placement of this issuance is 3.843 million shares, accounting for 15.00% of this issuance. The issue price does not exceed the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, the relevant subsidiaries of the sponsor need not participate in the strategic placement, and the number of shares initially invested by securities margin investment will be transferred back to offline issuance.
According to the final price, the final strategic placement amount of the special asset management plan for senior managers and core employees of the issuer Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligent No. 1 strategic placement collective asset management plan (hereinafter referred to as "JieChuang intelligent No. 1 asset management plan") is 1621960 shares.
To sum up, the initial strategic placement amount of this issuance is 3.843 million shares, accounting for 15.00% of this issuance. 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.
Finally, this issuance is carried out in 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 or non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as "online 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.
In terms of strategic placement, JieChuang intelligent No. 1 asset management plan promises that the restricted sale period of its allocated shares is 12 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. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
6. Investors shall express their purchase intention independently 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 11, 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 the initial public offering of shares by JieChuang Intelligent Technology Co., Ltd. and the preliminary placement results of offline issuance listed on the gem (hereinafter referred to as the announcement on the preliminary placement results of offline issuance), 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 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 winning 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 shares issued by JieChuang Intelligent Technology Co., Ltd. for initial public offering and listed on GEM (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient subscription funds for new shares on April 13 (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. 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 the placing object in the scientific and technological innovation board, gem, motherboard and other sectors 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 projects related to science and innovation board, gem, motherboard and other sectors.
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 JieChuang Zhineng Technology 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 8, 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 for listed companies (revised in 2012) of the CSRC, the issuer's industry is software and information technology services (I65). The static average p / E ratio of "software and information technology service industry (I65)" released by China Securities Index Co., Ltd. in the latest month is 50.95 times (as of April 6, 2022). Please refer to it when investors make decisions.
The issuance price of 39.07 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting non recurring profits and losses in 2020, which is 38.48 times, lower than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on April 6 (T-3) 2022.
2. The valuation levels of comparable listed companies disclosed in the prospectus 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 rear EPS ticket closing price state p / E ratio state p / E ratio (yuan / share) (yuan / share) (yuan / share) (deduction) (deduction)
Front (rear)
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
