Guangdong Xidi Microelectronics Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Co sponsor (co lead underwriter): Minsheng Securities Co., Ltd
Co sponsor (co lead underwriter): China International Capital Corporation Limited(601995)
The application of Guangdong Xidi Microelectronics Co., Ltd. (hereinafter referred to as "the issuer") for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and innovation board has been examined and approved by the members of 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 for registration by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 3934).
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities") and China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") serve as the joint sponsor (joint lead underwriter) of this offering (Minsheng securities and China International Capital Corporation Limited(601995) are collectively referred to as "joint sponsor" or "joint sponsor (joint lead underwriter)"). After negotiation between the issuer and the joint sponsor (joint lead underwriter) of this issuance, it is determined that the number of shares issued this time is 40010000 shares, accounting for 10.00% of the total share capital after issuance. All the shares issued this time are new shares, and the shareholders of the company will not offer shares to the public. The offering will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as the "subscription platform") on January 11, 2022 (t day).
The issuer and the co sponsor (co lead underwriter) specially draw the attention of investors to the following contents: 1. This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") Offline inquiry and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market (hereinafter referred to as "online issuance").
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the joint sponsor (joint lead underwriter). Preliminary inquiry and offline issuance through the subscription platform（ 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 relevant subsidiaries of the co sponsors, and the special asset management plan established by the participation of senior managers and core employees of the issuer in this strategic placement. The following investment institutions are Minsheng Securities Investment Co., Ltd. (hereinafter referred to as "Minsheng investment") and China CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth"), The special asset management plan for the senior management and core employees of the issuer is the No. 1 collective asset management plan for the strategic placement of xidiwei of Minsheng securities (hereinafter referred to as "xidiwei employee salary management plan" or "special asset management plan").
2. The issuer and the co sponsor (co lead underwriter) will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding inquiry will not be conducted.
3. After the preliminary inquiry, the issuer and the joint sponsor (joint lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Guangdong Xidi Microelectronics Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "announcement on issuance arrangement and preliminary inquiry") on December 31, 2021 (T-6), After excluding the quotation of investors who do not meet the requirements, all placing objects whose proposed subscription price is higher than 42.86 yuan / share (excluding 42.86 yuan / share) shall be eliminated by consensus; Among the placing objects with a proposed subscription price of 42.86 yuan / share, all placing objects with a subscription quantity of less than 12.8 million shares are eliminated; If the proposed subscription price is 42.86 yuan / share, the number of subscription is 12.8 million shares, and the subscription time is 13:35:21.913 on January 6, 2022, 27 placing objects will be removed according to the order from the back to the front of the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 120 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 1119.4 million shares, accounting for 1.006% of the total number of 111252.5 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. According to the preliminary inquiry results, the issuer and the joint sponsor (joint lead underwriter) comprehensively consider the issuer's fundamentals, 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 issuance price is 33.57 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
The price of this offering shall not be higher than the median and weighted average of the effective quotation of offline investors 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 lower of the median quotation and weighted average of the National Social Security Fund (hereinafter referred to as "social security fund") and the basic endowment insurance fund (hereinafter referred to as "pension"). Investors are requested to make online and offline subscription at this price on January 11, 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. According to the measures for the administration of securities issuance and underwriting, if the issuer has not yet made a profit, it may not disclose the issuance P / E ratio and the relevant information compared with the P / E ratio of the same industry, and shall disclose the market sales ratio, P / B ratio and other valuation indicators reflecting the characteristics of the issuer's industry. Therefore, the market sales rate that can reflect the characteristics of the issuer's industry is selected as the valuation index.
The issue price is 33.57 yuan / share, and the corresponding market sales ratio is:
(1) 52.92 times (the income per share is calculated by dividing the operating income audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 58.80 times (the income per share is calculated by dividing the operating income audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after the issuance);
The price of this offering shall not be higher than the lower of the median and weighted average of all the quotations of offline investors after excluding the highest quotation, and the median and weighted average of the quotations of public offering products, social security funds and pensions.
6. The issue price is 33.57 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 company's industry is "software and information technology service industry (I65)". As of January 6, 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 was 61.25 times.
(2) As of January 6, 2022 (T-3), the market sales rate of listed companies with business and business model similar to that of the issuer is as follows:
Securities code securities abbreviation market value of the company static market sales rate corresponding to operating revenue in 2020 (RMB 100 million) (RMB 100 million) (Times)
688173.sh xidiwei 134.28 2.28 58.80
Listing of comparable companies
300661.SZ Sg Micro Corp(300661) 677.38 11.97 56.61
603501.SH Will Semiconductor Co.Ltd.Shanghai(603501) 2,443.27 198.24 12.32
688601.SH Wuxi Etek Microelectronics Co.Ltd(688601) 92.58 5.43 17.05
688536.SH 3Peak Incorporated(688536) 582.38 5.66 102.81
688508.SH Wuxi Chipown Micro-Electronics Limited(688508) 130.15 4.29 30.32
300782.SZ Maxscend Microelectronics Company Limited(300782) 1,044.05 27.92 37.39
Average number of comparable companies 42.75
Median comparable companies 33.85
Data source: wind information, data as of January 6, 2022 (T-3).
Note 1: there may be mantissa difference in the calculation of market sales rate, which is caused by rounding.
The issue price is 33.57 yuan / share, and the corresponding market value of the company is about 13.428 billion yuan. In 2020, xidiwei
The operating income is 228388600 yuan, and the corresponding market sales ratio of the issuance price is 58.80 times, which is higher than the average and median of comparable companies in 2020. 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 co sponsors (co lead underwriters) draw investors' 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 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 of Guangdong Xidi Microelectronics Co., Ltd. on initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "issuance announcement").
(4) The pricing of this offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the joint sponsor (joint lead underwriter) comprehensively consider the issuer's fundamentals, the issuer's industry, market conditions, demand for raised funds, underwriting risk and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. The offering price is not higher than the lower of the median and weighted average of the effective offer of offline investors after excluding the highest offer, and the median and weighted average of the offer of public products, social security funds and pensions. Any investor who participates in the subscription shall be deemed to have accepted the issue price; If there is any objection to the issue pricing method and issue price, it is recommended not to participate in this issue.
(5) 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 the risk awareness, strengthen the value investment concept and avoid blind speculation. Regulators, issuers and joint sponsors (joint lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing.
7. The issuer expects to use the raised funds of 581690100 yuan for this raised investment project. Based on the issuance price of 33.57 yuan / share and the number of new shares issued of 40010000 shares, if the issuance is successful, the total amount of funds raised by the issuer is expected to be 1343135700 yuan. After deducting the issuance expenses of about 121.7272 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 122.14085 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. The shares issued online this time are not subject to circulation restrictions and restricted sales period. They can be circulated from the date when the shares issued to the public are listed on the science and Innovation Board of Shanghai Stock Exchange.
Public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as "enterprise annuity funds") 10% of the accounts (rounded up) of the placement objects such as insurance funds (hereinafter referred to as "insurance funds") and QFII funds that comply with the measures for the administration of the use of insurance funds and other relevant provisions shall promise to obtain the shares for this placement, and the holding period shall be 6 months from the date of the issuer's initial public offering and listing. The restricted account will be determined by lottery after the offline investors complete the payment. The online lower limit auction number will be allocated in units of placing objects, and each placing object will be assigned a number. Once offline investors make a quotation, they will be deemed to accept the online lower selling period arrangement of this offering.
In terms of strategic placement, the restricted period of shares allocated to relevant subsidiaries of the co sponsors is 24 months, and the restricted period of shares allocated to the special asset management plan for senior managers and core employees of the issuer is 12 months. The restricted period shall be calculated from the date of listing of the shares publicly issued on the Shanghai Stock Exchange.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
10. For the subscription of this issuance, any investor can only choose offline or online, and all investors participating in offline quotation, subscription and placement shall not participate in online subscription again; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions shall be invalid. 11. After the completion of this offering, it shall be approved by the Shanghai Stock Exchange before it can be publicly listed and traded on the Shanghai Stock Exchange. If the approval is not obtained, the shares issued this time will not be listed, and the issuer will return them to the investors participating in the subscription according to the issue price plus the bank deposit interest for the same period.
12. Investors must pay attention to investment risks. In case of the following circumstances, the issuer and the joint sponsor (joint lead underwriter) will negotiate to take measures to suspend the issuance:
(1) The total amount of offline subscription is less than the initial number of offline issuance;
(2) If the online issuance and subscription are insufficient, the offline investors fail to subscribe in full after the insufficient subscription is withdrawn to the offline;
(3) After deducting the final strategic placement, the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering;
