Jiahuan Technology Co., Ltd
Special announcement on investment risk of initial public offering
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
The application of Jiahuan Technology Co., Ltd. (hereinafter referred to as “Jiahuan technology”, “issuer” or “company”) for the initial public offering of no more than 76300000 RMB common shares (A shares) (hereinafter referred to as “this offering”) has been approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) CSRC license (2022) No. 596. The sponsor (lead underwriter) of this offering is China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor (lead underwriter)”). The issuance will be implemented through the trading system of Shanghai Stock Exchange and the offline issuance and subscription platform on April 20, 2022 (t day). The issuer and the recommendation institution (lead underwriter) specially draw the attention of investors to the following contents:
(I) any decision or opinion made by the China Securities Regulatory Commission and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the investment value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(II) investors are kindly requested to focus on the issuance process, subscription, payment and other links of this issuance. The specific contents are as follows:
1. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s fundamentals, 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 14.53 yuan / share. The offline issuing bank will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on April 20, 2022 (t day), without paying subscription funds. The offline issuance and Subscription Date and online subscription date are the same as April 20, 2022 (t day), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
2. After the preliminary inquiry, the recommendation institution (lead underwriter) shall, according to the inquiry conclusion after excluding the invalid quotation, sort the proposed purchase quantity of the placing object from small to large, the same declaration price and the same proposed purchase quantity according to the declaration time (the declaration time and declaration number displayed on the subscription platform of Shanghai Stock Exchange shall prevail) from last to first, and eliminate the quantity of the highest quotation in the total amount of proposed purchase, The total amount of proposed subscription excluded shall not be less than 10% of the total amount of proposed subscription by offline investors. When the maximum declared price is the same as the determined issue price, the Declaration on the price will not be excluded, and the exclusion proportion will be less than 10%. The excluded part shall not participate in offline subscription.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
4. Offline investors shall, in accordance with the announcement on offline preliminary placement results and online winning results of initial public offering of shares by Jiahuan Technology Co., Ltd. (hereinafter referred to as “announcement on offline preliminary placement results and online winning results”), pay the subscription funds for new shares in full and on time according to the finally determined issuance price and allocated quantity before 16:00 on April 22 (T + 2) 2022. Offline investors are allocated multiple new shares every day. Please pay for each new share separately. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves.
After online investors win the subscription of new shares, they shall fulfill the obligation of capital delivery in accordance with the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on April 22 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
5. 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 sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
6. If the offline investors who provide effective quotation fail to participate in the subscription and the offline allocated investors who obtain the preliminary placement fail 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 an online investor fails to pay in full after winning the lottery three times in a row within 12 months, it shall not participate in the 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 abandoning the subscription.
(III) investors who intend to participate in this offering and subscription must carefully read the summary of the letter of intent for the initial public offering of Jiahuan Technology Co., Ltd. published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on April 12, 2022 and published on the website of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) (www.sse. Com. CN.) The full text of the letter of intent for initial public offering of Jiahuan Technology Co., Ltd., especially the chapters of “tips on major matters” and “risk factors”, fully understand the issuer’s risk factors, judge its operation status and investment value by itself, and carefully make investment decisions. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves.
(IV) there are no circulation restrictions and locking arrangements for the shares issued this time, and the shares issued this time will be circulated from the date of listing and trading on the Shanghai Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
For the limited sale period of shares before this offering, see the prospectus for the relevant commitment and arrangement of the restricted sale period. The above share restriction arrangement is a voluntary commitment made by relevant shareholders in accordance with relevant laws and regulations based on the governance needs of the issuer and the stability of operation and management.
(V) according to the preliminary inquiry, the issuer and the recommendation institution (lead underwriter), after excluding the highest part of the quotation, and taking into account the issuer’s fundamentals, the valuation level of comparable companies, the industry, market conditions, the demand for raised funds and underwriting risks, negotiate and determine that the offering price is 14.53 yuan / share, and the price earnings ratio corresponding to this price is:
1. 22.99 times (earnings per share is calculated by dividing the net profit attributable to the owner of the parent company in 2021 before and after deducting non recurring profits and losses audited by an accounting firm by the total share capital after this issuance);
2. 17.25 times (earnings per share is calculated by dividing the net profit attributable to the owner of the parent company in 2021 before and after deducting non recurring profits and losses audited by an accounting firm by the total share capital before this issuance).
(VI) the price of this offering is 14.53 yuan / share. Investors are requested to judge the rationality of the pricing of this offering according to the following circumstances.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is “I65 software and information technology service industry”. As of April 15, 2022, the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 48.71 times.
Based on business similarity, the issuer has certain similarity with the following listed companies. Based on the earnings per share in 2020 and the average price of 20 trading days before April 15, 2022 (including the day), the average p / E ratio of comparable listed companies in 2020 is 73.07 times. The details are as follows:
Earnings per share for the first 20 days of April 15, 20222020 static securities code securities abbreviation average price of one trading day (including the current day) (2020) P / E ratio (yuan / share) (yuan / share) (Times)
Runjian Co.Ltd(002929) .SZ Runjian Co.Ltd(002929) 30.67 0.98 31.27
Eastone Century Technology Co.Ltd(300310) .SZ Eastone Century Technology Co.Ltd(300310) 5.66 0.00 –
China Bester Group Telecom Co.Ltd(603220) .SH China Bester Group Telecom Co.Ltd(603220) 13.96 0.12 114.87
Hangzhou Freely Communication Co.Ltd(603602) .SH Hangzhou Freely Communication Co.Ltd(603602) 12.41 -0.02 –
Average 73.07
Data source: wind information, as of April 15, 2022.
Note 1: the earnings per share of comparable listed companies in 2020 is calculated by dividing the net profit attributable to the owner of the parent company in 2020 audited by an accounting firm before and after deducting non recurring profits and losses by the total share capital of common shares of comparable listed companies as of April 15, 2022.
Note 2: the corresponding static P / E ratio of Eastone Century Technology Co.Ltd(300310) 2020 is extreme, and the corresponding static P / E ratio of Hangzhou Freely Communication Co.Ltd(603602) 2020 is negative, so its PE is not included in the calculation range.
The diluted P / E ratio of 2021 corresponding to the issue price of 14.53 yuan / share is lower than the average p / E ratio of comparable companies in 2020 in the secondary market, and lower than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. (VII) draw investors’ attention to the difference between the issue price and the offline investors’ quotation. For details of offline investors’ quotation, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) published on April 19, 2022 Announcement on initial public offering of shares of Jiahuan Technology Co., Ltd.
(VIII) the pricing of this offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) negotiate and determine the price of this offering according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors. 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.
(IX) there may be a risk of falling below the issue price after listing. 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.
(x) based on the issuance price of 14.53 yuan / share and the number of 76300000 shares, the total amount of raised funds is expected to be about 1108639000 yuan. After deducting the issuance expenses of about 75067000 yuan, the net amount of raised funds is expected to be about 1033572000 yuan (if there is a difference between the net amount of raised funds and the total amount of raised funds deducting the issuance expenses, it is caused by rounding in the calculation), No more than 1033572 million yuan of the raised capital is proposed to be used by the issuer for this raised investment project 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.
（11） 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 no longer participate in online subscription; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions is invalid. （12） After the completion of this offering, it can only be publicly listed on the Shanghai Stock Exchange after being approved by 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 online subscription according to the issue price plus the bank deposit interest for the same period.
（13） Investors are requested to pay attention to risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate to take measures to suspend the issuance:
1. If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is dialed back to the offline;
2. After offline subscription, the actual offline subscription amount does not reach the initial offline issuance amount;
3. The total number of shares subscribed by offline and online investors is less than 70% of the number of this public offering; 4. In case of other special circumstances, the issuer and the recommendation institution (lead underwriter) may decide to suspend the issuance through consultation;
5. The CSRC shall supervise the issuance and underwriting process during and after the event, and order the issuer and the recommendation institution (lead underwriter) to suspend or suspend the issuance if it is suspected of violating laws and regulations or there are abnormal circumstances.
In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will suspend the issuance and disclose the reasons for the suspension and subsequent arrangements. After the suspension of the issuance, within the validity period of the issuance approval document, the issuer and the recommendation institution (lead underwriter) can choose the opportunity to restart the issuance after filing with the CSRC.
（14） The issuer and the sponsor (lead underwriter) solemnly remind investors that investors should adhere to the concept of value investment and participate in the subscription of this issuance. We hope that investors who recognize the investment value of the issuer and hope to share the growth achievements of the issuer will participate in the subscription. This special announcement on investment risk does not guarantee to reveal all the investment risks of this issuance. It prompts and recommends investors to fully and deeply understand the characteristics and risks of the securities market, rationally evaluate their own risk tolerance, and independently make a decision on whether to participate in this issuance and subscription according to their own economic strength, investment experience, risk and psychological tolerance.
