Xiamen Jiarong Technology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Anxin Securities Co., Ltd
hot tip
Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as “Jiarong technology”, “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”) issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (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 “SZSE”) promulgated the detailed rules for the implementation of IPO and underwriting business of Shenzhen Stock Exchange on GEM (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as “the detailed rules for the implementation of business”) and the detailed rules for the implementation of online IPO of Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “the detailed rules for the implementation of online IPO”) 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”), the underwriting specifications for initial public offerings under the registration system issued by the China Securities Association (czxf [2021] No. 213) The rules for the administration of offline investors in initial public offering under the registration system (zxsf [2021] No. 212, hereinafter referred to as the “rules for the administration of offline investors”), the rules for the placement of initial public offering shares (zxsf [2018] No. 142), as well as the relevant stock issuance and listing rules and the latest operation guidelines of the Shenzhen Stock Exchange, organize the implementation of the initial public offering and listing on the gem.
The initial inquiry and offline issuance of this issuance are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as “offline issuance electronic platform”). Please read the announcement carefully. For details of preliminary inquiry and offline subscription, please refer to the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）The detailed rules for the implementation of offline issuance issued by the State Council.
The online issuance is carried out through the trading system of Shenzhen Stock Exchange and is priced to public investors by subscription according to market value. Online investors are requested to carefully read this announcement and the detailed rules for the implementation of 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 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 code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213) issued by the China Securities Association invites investors 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 relevant provisions on the issuance process, online and offline subscription and payment, disposal of share abandonment, suspension of issuance, etc. the specific contents are as follows:
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 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 market value in Shenzhen market (hereinafter referred to as “online issuance”). The strategic placement of this offering shall be organized and implemented by the sponsor (lead underwriter); 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 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 Xiamen Jiarong 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 that do not meet the quotation requirements of investors, Eliminate all placing objects whose proposed subscription price is higher than 54.51 yuan / share (excluding); The proposed subscription price is 54.51 yuan / share, and all placing objects whose subscription quantity is less than 8 million shares (excluding) are eliminated; The proposed subscription price is 54.51 yuan / share, and the subscription quantity is equal to 8 million shares. The system submission time is 14:48:22:528 on April 6, 2022. According to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange, 14 placing objects are removed from the back to the front. The total number of shares to be purchased excluded above is 513.9 million, accounting for about 1.01% of the total number of 506661 million shares to be purchased after excluding invalid quotation 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, after excluding the highest quotation part, the issuer and the recommendation institution (lead underwriter) comprehensively consider the effective subscription multiple, the issuer’s fundamentals, the industry, market conditions, the valuation level of comparable listed companies in the same industry, the demand for raised funds and underwriting risks, and negotiate to determine the issuance price of 38.39 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 12, 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 12, 2022 (t day), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00. 4. Strategic placement: 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 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, whichever is lower. According to the offering price, the relevant subsidiary of the sponsor, Anxin Securities Investment Co., Ltd. (hereinafter referred to as “Anxin investment”) does not participate in the strategic placement of this offering.
The special asset management plan set up by the issuer’s senior managers and core employees participating in this strategic placement is the Anxin asset management Jiarong technical executives participating in the gem strategic placement collective asset management plan (hereinafter referred to as the “asset management plan”), which promises that all subscription funds have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
According to the final price, the final strategic placement shares of the asset management plan are 1501693 shares, accounting for about 5.16% of the number of shares issued this time.
Other strategic investors are military civilian integrated development industry investment fund (limited partnership) (hereinafter referred to as “development fund”), which is a national large-scale investment fund with long-term investment intention. All subscription funds of the development fund have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time. According to the final determined price, the number of shares for the final strategic placement of the development fund is 2604845 shares, accounting for about 8.94% of the number of shares issued this time.
To sum up, the initial strategic placement quantity of this issuance is 5.826 million shares, accounting for 20% of this issuance quantity. According to the issue price finally determined in this issue, the final number of strategic placement is 4106538 shares, accounting for about 14.10% of this issue. The difference between the initial number of strategic placements and the final number of strategic placements was 1719462 million shares, which were 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.
The strategic allotment plan is limited to 12 months; The restricted period of shares allocated to the development fund 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. In addition, the development fund promises that within one year after the end of the sales restriction period, the total number of shares it reduces will not exceed 30% of the number allocated this time.
6. The company shall not independently express its intention to purchase new shares on behalf of investors.
7. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the online and offline call back mechanism on April 12, 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 placement results of Xiamen Jiarong Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on the preliminary placement results of offline issuance), pay the subscription funds for new shares in full and on time before 16:00 on April 14 (T + 2) 2022 according to the final issuance price and preliminary placement quantity.
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 Xiamen Jiarong Technology 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 has sufficient funds for the subscription of new shares on April 14 (T + 2) 2022, and the insufficient part shall be deemed to have abandoned 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 after deducting the final strategic placement, 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.
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 Xiamen Jiarong Technology Co., Ltd. in initial public offering and listing on GEM published in China Securities Journal, Shanghai Securities Journal, securities times, securities daily and economic reference daily on April 11, 2022 (t-1), Fully understand the market risks and prudently participate in this IPO.
Valuation and investment risk tips
1. The issue price is 38.39 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 China Securities Regulatory Commission, the industry of Jiarong technology is “n77 ecological protection and environmental governance industry”. The static average p / E ratio of “n77 ecological protection and environmental governance industry” published by China Securities Index Co., Ltd. in the latest month is 22.40 times (as of April 6, T-4, 2022). The issuance price of 38.39 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 34.88 times, 22.40 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on April 6, 2022 (T-4), and the excess range is 55.71%. Please refer to it when making decisions.
(2) As of April 6, 2022 (T-4), the valuation levels of comparable listed companies disclosed in the letter of intent for initial public offering and listing on the gem of Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as the “letter of intent”) are as follows:
T-4 day shares in 2020 deduct the static securities code corresponding to the non deduction in 2020. The closing price of the securities is not EPS before and after EPS P / E ratio (after deducting the non P / E ratio (before deducting non (yuan / share) (yuan / share) (yuan / share))
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) .SZ Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) 32.65 0.6746 0.5155 48.40
