Xiamen Jiarong Technology Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM sponsor (lead underwriter): Anxin Securities Co., Ltd
The application of Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as the "issuer") for initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as the "issuance") has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 499).
After negotiation between the issuer and the sponsor (lead underwriter) Anxin Securities Co., Ltd. (hereinafter referred to as "sponsor (lead underwriter)" or "Anxin securities"), it is determined that the number of shares issued this time is 29.13 million, all of which are new shares issued to the public, and the shareholders of the issuer will not offer their shares to the public. 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 the attention of investors to the following contents:
1. This offering is conducted through the 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.
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.
3. According to the preliminary inquiry results, 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 Listed Companies in the same industry, the demand for raised funds and underwriting risks, and negotiate to determine that the price of this issuance is 38.39 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 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. The offering price of 38.39 yuan / share does not exceed the median and weighted average of offline investors' quotations 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 38.40 yuan / share. Therefore, Anxin Securities Investment Co., Ltd., the relevant subsidiary of the sponsor, will not participate in the strategic placement of this offering.
According to the final issue price, the senior management and core employees of the issuer participated in the special asset management plan established by the strategic placement (Anxin asset management Jiarong technical executives participated in the gem strategic placement collective asset management plan, hereinafter referred to as the "asset management plan"), and the final number of strategic placement shares was 1501693, accounting for about 5.16% of the number of shares issued this time; The final strategic placement number of military civilian integrated development industry investment fund (limited partnership) (hereinafter referred to as "development fund") is 2604845 shares, accounting for about 8.94% of this issuance.
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. The issue price is 38.39 yuan / share, and the corresponding P / E ratio is:
(1) 26.16 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) 22.87 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) 34.88 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) 30.50 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).
6. 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 63.34
Suntar Environmental Technology Co.Ltd(688101) .SH Suntar Environmental Technology Co.Ltd(688101) 15.84 0.6643 0.5514 23.84 28.73
Jiangxi Jdl Environmental Protection Co.Ltd(688057) .SH Jiangxi Jdl Environmental Protection Co.Ltd(688057) 18.45 1.4010 1.3456 13.17 13.71
Welle Environmental Group Co.Ltd(300190) .SZ Welle Environmental Group Co.Ltd(300190) 5.34 0.4572 0.3861 11.68 13.83
Nanjing Wondux Environmental Protection Technology Corp.Ltd(688178) .SH Nanjing Wondux Environmental Protection Technology Corp.Ltd(688178) 21.39 1.4870 0.9542 14.38 22.42
Arithmetic mean 22.30 28.41
Source: wind data, as of April 6, 2022 (T-4);
Note 1: if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding;
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-4 day.
The issuance price of 38.39 yuan / share corresponds to the lower diluted P / E ratio before and after deducting non recurring profits and losses in 2020, which is 34.88 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), with an excess range of 55.71%, which is 28.41 times higher than the average static P / E ratio of comparable companies in the same industry in 2020, with an excess range of 22.77%, 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.
The rationality of the pricing of this offering is as follows:
Products: the company focuses on the research and development of membrane technology. After years of accumulation, the company has been able to provide membrane technology application solutions in all fields, such as the R & D, production and sales of membrane modules and membrane separation equipment, and high concentration wastewater treatment services; The company always takes quality as the core of enterprise development, establishes a comprehensive quality control system and strictly abides by it. The quality control measures fully cover all links such as R & D, procurement, production and sales; The company's standardized product "container type landfill leachate treatment equipment" has the characteristics of strong mobility, flexibility and convenience; According to the specific needs of customers, through the research on the characteristics of landfill leachate, high concentration industrial wastewater treatment and process separation liquid, and based on the means of introduction, absorption, digestion and re innovation, the company has gradually formed high-performance special membrane separation module products different from conventional membrane modules, including tubular membrane module, disc tubular membrane module and wide channel microtubule membrane module, The separation performance covers the main technical sequences of all pressure driven liquid separation membranes (microfiltration, ultrafiltration, nanofiltration and reverse osmosis), and realizes the serialization of membrane module products. Service: Based on membrane separation technology, the company's membrane technology application solutions provide customers with whole process services, including technology and process scheme design, membrane separation equipment R & D, production and sales, operation technical support and high concentration wastewater treatment services; In the process from obtaining customer needs to product / service delivery, the company insists on cooperating with customers based on water quality characteristics and developing deeply customized treatment processes and schemes; The modular and standardized design has greatly improved the delivery capacity of products, so that the company has certain advantages in the fields of emergency sewage treatment, wastewater emergency treatment of environmental accidents and so on.
(3) Investors are reminded to pay attention to the difference between the offering 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, economic reference daily and cninfo (www.cn. Info. Com. CN) published on the same day Xiamen Jiarong Technology Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the "issuance announcement").
(4) This offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the effective subscription multiple, the issuer's fundamentals, industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks according to the preliminary inquiry results, Negotiate and determine the issue price. 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) 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 38.39 yuan / share and the issuance of 29.13 million new shares, the total amount of funds raised by the issuer is expected to be 11183007 million yuan. After deducting the issuance expenses of 1292857 million yuan (excluding value-added tax and stamp tax), the net amount of funds raised is expected to be 989015 million yuan. The capital raised this time exceeds the amount of 9616846 million yuan that the issuer intends to use for the project raised and invested this time as disclosed in the prospectus.
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. 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 distribution part adopts the proportional sales restriction method
