Suzhou nasin Microelectronics Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Everbright Securities Company Limited(601788)
The application of Suzhou Nexium Microelectronics Co., Ltd. (hereinafter referred to as "Nexium" or "issuer") for initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (hereinafter referred to as "this offering") has been examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 427).
After negotiation between the issuer and the sponsor (lead underwriter) Everbright Securities Company Limited(601788) (hereinafter referred to as " Everbright Securities Company Limited(601788) ," sponsor (lead underwriter) "or" lead underwriter "), the number of shares issued this time is 25266000, 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 12, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention 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 the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market (hereinafter referred to as "online issuance").
The sponsor (lead underwriter) Everbright Securities Company Limited(601788) is responsible for organizing the strategic placement, preliminary inquiry, offline and online issuance of this offering. The strategic placement of this offering is carried out at the sponsor (lead underwriter); The preliminary inquiry and offline issuance are through the offline subscription platform of Shanghai Stock Exchange（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
The strategic placement of this offering is composed of the follow-up investment of the relevant subsidiaries of the sponsor and the special asset management plan established by the participation of the senior management and core employees of the issuer in this strategic placement, and there is no arrangement by other strategic investors.
2. The issuer and the recommendation institution (lead underwriter) 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 sponsor (lead underwriter) shall reach an agreement after excluding the quotation of investors who do not meet the requirements in accordance with the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Suzhou nasion Microelectronics Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the announcement on the issuance arrangement and preliminary inquiry), Eliminate all placing objects whose proposed purchase price is higher than 346.33 yuan / share (excluding 346.33 yuan / share); Among the placing objects with the proposed purchase price of 346.33 yuan / share, all placing objects with the purchase quantity of less than 2.8 million shares are eliminated; The proposed subscription price is 346.33 yuan / share, and the subscription quantity is 2.8 million shares. For the placing objects whose subscription time is 14:33:15.124 on April 7, 2022, three placing objects will be eliminated from the back to the front according to the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 99 placing objects are excluded from the above, and the total number of shares to be purchased is 231.2 million, accounting for 1.0039% of the total number of 230293 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. Based on the preliminary inquiry results, the issuer and the recommendation institution (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 230.00 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 12, 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 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
5. The issue price is 230.00 yuan / share, and the price earnings ratio corresponding to this price is:
(1) 343.07 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) 430.53 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) 457.43 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) 574.05 times (earnings per share is calculated by dividing the net profit attributable to the 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);
(5) 79.02 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 reviewed by the accounting firm in accordance with Chinese accounting standards in 2021 by the total share capital before this issuance);
(6) 80.61 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 reviewed by the accounting firm in accordance with Chinese accounting standards in 2021 by the total share capital before the issuance);
(7) 105.37 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 reviewed by the accounting firm in accordance with Chinese accounting standards in 2021 by the total share capital after the issuance);
(8) 107.48 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 reviewed by the accounting firm in accordance with Chinese accounting standards in 2021 by the total share capital after this issuance).
6. The issue price is 230.00 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 products established by public offering (hereinafter referred to as "public offering products") The social security fund (hereinafter referred to as "social security fund") and basic old-age insurance fund (hereinafter referred to as "pension") managed by the social security fund investment manager have the lower of the median and weighted average of the remaining Quotations (hereinafter referred to as "the lower of the four numbers") of 2563102 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 Announcement on the initial public offering of shares and listing on the science and Innovation Board of Suzhou nano core Microelectronics Co., Ltd. (hereinafter referred to as the "issuance announcement").
(2) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is software and information technology services (I65). As of April 7, 2022 (T-3), the average static P / E ratio of software and information technology service industry (I65) released by China Securities Index Co., Ltd. in the latest month is
50.67 times.
As of April 7, 2022 (T-3), the market of comparable listed companies whose main business is similar to that of the issuer
The profitability level is as follows:
2020 deduction not 2020 deduction not T-3 day stock corresponding static market corresponding static City securities code securities abbreviation EPS closing price earnings ratio (before deduction) earnings ratio (after deduction) (yuan / share) (yuan / share) (yuan / share)
3Peak Incorporated(688536) .SH 3Peak Incorporated(688536) 2.2906 2.0863 534.50 233.34 256.20
Sg Micro Corp(300661) .SZ Sg Micro Corp(300661) 1.2234 1.1183 307.96 251.72 275.38
Maxscend Microelectronics Company Limited(300782) .SZ Maxscend Microelectronics Company Limited(300782) 3.2159 3.0867 200.49 62.34 64.95
Mean value --- 182.47 198.84
Data source: wind information, data as of April 7, 2022 (T-3)
Note 1: 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;
Note 2: there may be digit difference in the calculation of P / E ratio, which is caused by rounding.
The issue price is 230.00 yuan / share, which corresponds to the issuer before and after deducting non recurring profits and losses in 2020
The low diluted P / E ratio is 574.05 times, which is higher than the industry of the issuer released by China Securities Index Co., Ltd
The average static P / E ratio of the last month is higher than the average static P / E ratio of comparable companies in the same industry. There is a problem
In the future, the decline of the issuer's share price will bring the risk of loss to investors. Issuer and sponsor (lead underwriter)
Draw investors' attention to 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 who have submitted effective quotations for the offline issue is
161, with 4179 managed placing objects, and the total number of effective proposed subscriptions is 164462 million
Shares, 109396 times the initial offline issuance scale before call back.
(4) Initial public offering of shares of Suzhou nano core Microelectronics Co., Ltd. and listing on the science and Innovation Board
The required amount of raised funds disclosed in the letter of intent is 75 million yuan, and the issue price is 230.00 yuan
The corresponding financing scale of yuan / share is 581118 million yuan, which is higher than the above-mentioned fund-raising demand amount, and the actual fund-raising
The remaining capital after the net capital meets the needs of the raised investment project will be used for the working capital related to the company's main business
The gold may be used in accordance with the relevant provisions of the regulatory authority.
(5) The pricing of this offering follows the market-oriented pricing principle and is based on offline investors in the preliminary inquiry stage
Based on the actual subscription intention, the issuer and the recommendation institution (lead underwriter) make a comprehensive quotation according to the preliminary inquiry results
Evaluate the reasonable investment value of the company, the valuation level of the secondary market of comparable companies and the valuation level of the secondary market of the industry
In terms of equality, fully consider the effective subscription multiples, market conditions, demand for raised funds and underwriting of offline investors
Risk and other factors, and negotiate to determine the issuance price. The price of this offering shall not be higher than the lower of the four numbers. whatever
If investors participate in the subscription, they shall be deemed to have accepted the issue price; Such as pricing method and price
If you have any objection, it is recommended not to participate in this offering.
(6) Investors should pay full attention to the risk factors contained in the marketization of pricing, understand 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 sponsors (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 75 million yuan for this raised investment project. Based on the issuance price of 230.00 yuan / share and the number of new shares issued of 25266000 shares, the total amount of funds raised by the issuer is expected to be 581118 million yuan. After deducting the estimated issuance expenses of about 2299115 million yuan (excluding tax), the net amount of funds raised is expected to be 55811885 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 Shanghai Stock Exchange.
For offline issuance, 10% of the final allocated accounts (rounded up) of public offering products, social security funds, pensions, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as "enterprise annuity funds"), insurance funds in accordance with the measures for the Administration of the use of insurance funds and other relevant provisions (hereinafter referred to as "insurance funds") and funds of qualified foreign institutional investors, It shall promise that the restricted period of the shares to be placed this time is 6 months from the date of the issuer's initial public offering and listing. The online lower limit account will be determined by lottery on April 15, 2022 (T + 3). 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. The lottery of online lower limit sales account adopts the method of assigning numbers according to the assigned objects, and assigns numbers according to the number of final assigned households of offline investors, and each assigned object is assigned a number. Once offline investors quote
