Mingke Jingji Holding Co., Ltd
Special announcement on investment risk of initial public offering
Sponsor (lead underwriter): Chinalin Securities Co.Ltd(002945)
The application of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as "Mingke Jingji", "issuer" or "company") for the initial public offering of no more than 35.35 million common shares (A shares) (hereinafter referred to as "this offering") has been approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2022] No. 746.
After negotiation between the issuer and the sponsor (lead underwriter) Chinalin Securities Co.Ltd(002945) (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) " or "sponsor (lead underwriter)"), the number of shares issued this time is 35.35 million. All new shares are issued to the public, and the issuer's shareholders do not transfer old shares. The shares issued this time are planned to be listed on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). The issuance will be implemented through the trading system of Shenzhen Stock Exchange and the offline issuance electronic platform on April 26, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
(I) 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 and other links. The specific contents are as follows:
1. The price of the issuer and the underwriter will not be determined according to the preliminary price inquiry, the underwriter's market demand of the issuer and the underwriter's market, and the price of the issuer's shares will no longer be determined according to the issuer's industry and the underwriter's market demand.
Investors are requested to make online and offline subscription at this price on April 26, 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 26, 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.
2. According to the inquiry results after excluding invalid quotations, the issuer and the recommendation institution (lead underwriter) shall rank the quotations of all qualified placing objects from high to low according to the declared price, from small to large according to the number of proposed subscriptions at the same declared price, and from last to first according to the declaration time (the declaration time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange), Excluding the quotation of the placing object with the highest quotation, the total amount of proposed subscription excluded shall not be less than 10% of the total amount of proposed subscription of 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 ratio can 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 on their behalf.
4. Offline investors shall, according to the announcement on the preliminary placement results of offline issuance of initial public offering of shares by Mingke Jingji Holding Co., Ltd., timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on April 28 (T + 2) 2022. Offline investors are allocated multiple new shares on the same day. Please pay for each new share in full and fill in the remarks in accordance with the specifications. 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. If the placing object has insufficient funds for a single new share, all the new shares allocated to the placing object on that day will be invalid, and the resulting consequences shall be borne by the investors themselves.
After winning the lottery of new shares, online investors shall fulfill the obligation of capital delivery in accordance with the announcement on the results of online lottery of initial public offering shares of Mingke Jingji Holding Co., Ltd., so as to ensure that their capital account will eventually have sufficient new share subscription funds on April 28 (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 issuer and 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 with valid quotation fail to participate in the subscription or obtain the preliminary placement, and the offline investors 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 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. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
(II) any decision or opinion made by the CSRC 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.
(III) investors who intend to participate in this offering and subscription must carefully read the information disclosed on cninfo (www.cn. Info. Com. CN) on April 18, 2022 (T-6) The full text of the letter of intent for initial public offering of shares of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as the "letter of intent"), especially the chapters of "tips on major matters" and "risk factors", fully understand the risk factors of the issuer, judge its operation status and investment value by itself, and make investment decisions prudently. 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 offline this time, and the shares issued this time will begin to circulate from the date of listing and trading on the Shenzhen Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
(V) the issuing price of this offering is 14.89 yuan / share. Investors are requested to judge the rationality of the pricing of this offering according to the following circumstances.
1. According to the industry classification guidelines for listed companies (revised in 2012) formulated by the CSRC, the industry of the issuer is "C36 automobile manufacturing industry". The issuer and the recommendation institution (lead underwriter) have comprehensively considered 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, and negotiated to determine the issuance price of 14.89 yuan / share.
The issuance price of 14.89 yuan / share corresponds to the lower diluted P / E ratio of the issuer's net profit attributable to the parent before and after deducting non recurring profits and losses in 2021, which is 22.98 times, which is lower than the average static P / E ratio of "C36 automobile manufacturing industry" released by China Securities Index Co., Ltd. on April 20 (T-4) 2022.
As of April 20, 2022 (T-4), the valuation level of the issuer's comparable listed companies is as follows:
Securities code securities abbreviation average price of the last 20 trading days 2020 earnings per share 2020 static P / E ratio
(yuan / share) (yuan / share) (Times)
Lucky Harvest Co.Ltd(002965) .SZ Lucky Harvest Co.Ltd(002965) 23.57 0.9168 25.71
Jiangsu Bojun Industrial Technology Co.Ltd(300926) .SZ Jiangsu Bojun Industrial Technology Co.Ltd(300926) 20.91 0.4674 44.74
Shanghai Yanpu Metal Products Co.Ltd(605128) .SH Shanghai Yanpu Metal Products Co.Ltd(605128) 27.22 0.9817 27.73
Vt Industrial Technology Co.Ltd(300707) .SZ Vt Industrial Technology Co.Ltd(300707) 13.95 0.1820 76.65
Arithmetic mean 43.71
Data source: wind information, data as of April 20, 2022
Note: 1. There may be mantissa difference in the calculation of P / E ratio, which is caused by rounding;
2. Earnings per share in 2020 = net profit attributable to the parent company before and after deduction in 2020 / total share capital on T-4 day.
The P / E ratio of Mingke Jingji is lower than the industry average p / E ratio and the average static P / E ratio of comparable listed companies, but there is still 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.
2. 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 and cninfo (www.cn. Info. Com. CN) published on the same day Announcement on IPO of Mingke Jingji Holding Co., Ltd.
3. 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 sponsor (lead underwriter) negotiate and determine the offering price according to the preliminary inquiry results, taking into account 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 pricing method and price of the offering, it is recommended not to participate in this offering. 4. In 2021, the operating income of Mingke fine technology was 8556315 million yuan, an increase of 16.89% over the previous year; The operating profit was 1091512 million yuan, a decrease of 14.17% over the previous year; The net profit was 959302 million yuan, a decrease of 10.08% over the previous year; After deducting non recurring profits and losses, the net profit attributable to the parent company was 916202 million yuan, a decrease of 6.58% over the previous year.
Mingke precision technology expects the company to achieve an operating revenue of 197592500 yuan to 214037 million yuan in the first quarter of 2022, with a year-on-year increase of 11.33% to 20.60%; It is estimated that the net profit attributable to the shareholders of the parent company will reach 22.048 million yuan to 241179 million yuan in the first quarter of 2022, with a year-on-year increase of 7.91% to 18.27%; It is estimated that in the first quarter of 2022, the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses will be 207506 million yuan to 229825 million yuan, with a year-on-year increase of 0.91% to 11.76%.
The above financial data for the first quarter of 2022 are only the preliminary expected results of the company, have not been audited or reviewed by accountants, and do not constitute a profit forecast or performance commitment.
5. This offering may have the 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.
(VI) the planned capital demand of the issuer for this raised investment project is 4749324 million yuan. According to the calculation of the issuance price of 14.89 yuan / share and the issuance of 35.35 million new shares, the total amount of funds raised is expected to be 5263615 million yuan. After deducting the estimated issuance cost of 514291 million yuan, the net amount of funds raised is expected to be 4749324 million yuan. The issuer has the risk of a significant increase in the scale of net assets 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.
(VII) for the subscription of this issuance, any investor can only choose offline or online way to apply for the subscription, 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 is invalid.
(VIII) after the end of this offering, it can only be publicly listed on the Shenzhen Stock Exchange after being approved by the Shenzhen 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 issuance price plus the bank deposit interest in the same period.
(IX) all shares of the issuer are tradable shares. For the limited sale period of shares before this offering, please refer to the prospectus for the relevant commitment and arrangement of the limited 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.
(x) investors are invited to pay attention to risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate and take measures to suspend the issuance:
1. After offline subscription, the actual total subscription amount of the placing object with effective quotation is less than the initial offline issuance quantity; 2. If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is dialed back to the offline;
3. The total number of shares subscribed by offline and online investors is less than 70% of the number of this public offering;
4. The issuer's major post meeting events in the issuance process affect the issuance;
5. If the CSRC supervises the process of securities issuance and underwriting during and after the event and finds that there are suspected violations of laws and regulations or abnormal circumstances, it may order the issuer and the recommendation institution (lead underwriter) to suspend or suspend the issuance and investigate and deal with relevant matters.
In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will suspend the issuance and timely announce the reasons for the suspension and resume the issuance arrangement. After the suspension of the issuance, it shall be approved in this issuance
