Jiangsu Huachen Transformer Co., Ltd
Special announcement on investment risk of initial public offering
Sponsor (lead underwriter): Yongxing Securities Co., Ltd
The application of Jiangsu Huachen Transformer Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) for the initial public offering of no more than 40 million common shares (A shares) (hereinafter referred to as “this offering”) has been approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2022] No. 749.
After negotiation between the issuer and the sponsor (lead underwriter) Yongxing Securities Co., Ltd. (hereinafter referred to as “sponsor (lead underwriter)”) of this issuance, it is determined that the number of shares issued this time is 40 million, all of which are new shares issued to the public. This offering will be implemented through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and the offline subscription electronic platform (hereinafter referred to as “offline subscription platform”) on April 28, 2022 (t day).
The preliminary inquiry work of this issuance has been completed. The determined issuance price is 8.53 yuan / share, and the corresponding diluted P / E ratio in 2021 is 22.97 times (earnings per share is calculated according to the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 audited by the accounting firm divided by the total share capital after this issuance), It is lower than the average static P / E ratio of “C38 electrical machinery and equipment manufacturing industry” published by China Securities Index Co., Ltd. in the latest month and lower than the average static P / E ratio of comparable listed companies in 2021. However, there is still a risk that the decline of the issuer’s share price will bring losses to new share investors in the future.
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1、 Investors are kindly requested to pay attention to the provisions of this offering in terms of issuance process, quotation exclusion rules, online and offline subscription and payment, and disposal of share abandonment. The specific contents are as follows:
1. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) have negotiated and determined the issue price of 8.53 yuan / share by comprehensively considering the issuer’s fundamentals, industry, market conditions, demand for raised funds and other factors. Investors are requested to make online and offline subscription at this price on April 28, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The time of online subscription is from 13:00 to 28:00 on the same day as that of the next day of September, 2029, and the time of online subscription is from 2:00 to 28:00 on the same day-
2. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, according to the inquiry results after excluding the invalid quotation, quote the price of the placement object to which all qualified offline investors belong from high to low according to the proposed purchase price, and from small to large according to the proposed purchase quantity of the placement object at the same proposed purchase price For the same proposed purchase price, the same proposed purchase quantity shall be sorted from late to early according to the purchase time (the purchase time shall be subject to the records of the offline purchase platform of Shanghai Stock Exchange), the same proposed purchase price, the same proposed purchase quantity and the same purchase time according to the order of placing objects automatically generated by the offline purchase platform of Shanghai Stock Exchange from back to front, excluding the quantity of the highest quotation in the total amount of proposed purchase, The number of proposed subscriptions excluded shall not be less than 10% of the total number of effective proposed subscriptions 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 offline preliminary placement results and online winning results of initial public offering of shares by Jiangsu Huachen Transformer 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 before 16:00 on May 5, 2022 (T + 2). 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 May 5 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investor belongs. When the total number of shares paid and subscribed by offline and online investors is not less than 70% of the number of this public offering, the shares abandoned by offline and online investors shall be 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 and obtain the preliminary placement, and the offline allocated 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 to the China Securities Association for the record. If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they 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.
2、 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.
3、 Investors who intend to participate in this offering and subscription must carefully read the information on April 27, 2022 (t-1)
Published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The full text of the prospectus for the initial public offering of shares of Jiangsu Huachen Transformer Co., Ltd., the abstract of the prospectus for the initial public offering of shares of Jiangsu Huachen Transformer Co., Ltd., and other documents. Investors are reminded to pay special attention to the chapters of “tips on major matters” and “risk factors” in the prospectus, fully understand the issuer’s risk factors, judge its operation status and investment value by themselves, and make investment decisions prudently. The issuer’s operating conditions may change due to changes in political, economic and industrial environment, and the possible investment risks shall be borne by the investors themselves.
4、 The shares issued this time have no circulation restrictions and lock-in period arrangements, and the circulation of the shares issued this time will begin 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.
5、 The issue price is 8.53 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) of the CSRC, the industry of the issuer is “C38 electrical machinery and equipment manufacturing industry”. As of April 22, 2022 (T-4), the average static P / E ratio of “C38 electrical machinery and equipment manufacturing industry” released by China Securities Index Co., Ltd. in the latest month was 38.67 times.
The P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
20 days before the T-4 day, 2021 earnings per share, 2021 static market securities code, securities abbreviation, daily average price (including T-4 earnings (yuan / share) earnings ratio (Times) day) (yuan / share)
Qingdao Tgood Electric Co.Ltd(300001) .SZ Qingdao Tgood Electric Co.Ltd(300001) 17.38 0.1002 173.34
Beijing Creative Distribution Automation Co.Ltd(002350) .SZ Beijing Creative Distribution Automation Co.Ltd(002350) 6.84 0.1335 51.25
Hainan Jinpan Smart Technology Co.Ltd(688676) .SH Hainan Jinpan Smart Technology Co.Ltd(688676) 19.17 0.4744 40.40
Guangdong Shunna Electric Co.Ltd(000533) .SZ Guangdong Shunna Electric Co.Ltd(000533) 3.95 -0.0185 –
Shijiazhuang Kelin Electric Co.Ltd(603050) .SH Shijiazhuang Kelin Electric Co.Ltd(603050) 13.03 0.1184 110.10
Arithmetic mean — 93.77
Data source: wind information, data as of April 22, 2022.
Note 1: earnings per share is calculated by dividing the audited net profit attributable to shareholders of the parent company in 2021 before and after deducting non recurring profits and losses by the total share capital as of T-4 (April 22, 2022).
Note: it is not included in the corresponding range of PE: P / E 2023 in the calculation of PE: P / E in 2023.
Note 3: any difference in the above figures is caused by rounding.
The issuance price of 8.53 yuan / share corresponds to the issuer’s diluted static P / E ratio of the net profit attributable to the shareholders of the parent company in 2021, whichever is lower before and after deducting non recurring profits and losses, which is 22.97 times lower than the industry’s average static P / E ratio in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable listed companies in 2021. However, 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 issue price and the quotation of offline investors. For the quotation of offline investors, please refer to the China Securities Journal, Shanghai Securities Journal, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on April 27, 2022 Announcement on IPO of Jiangsu Huachen Transformer 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 price of this offering according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, industry, market conditions, fund-raising demand and other factors. Any investor who participates in the subscription shall be deemed to have accepted the issue price. If the investor does not recognize the pricing method and price of this issue, it is suggested not to participate in this issue.
4. 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 marketization of pricing, know 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 stock will not fall below the issue price after listing.
6、 Based on the issue price of 8.53 yuan / share and the number of 40 million shares issued, if the issue is successful, the issuer expects the total amount of funds raised to be 341.2 million yuan. After deducting the issue cost of 733442 million yuan (excluding value-added tax), the net amount of funds raised is expected to be 2678558 million yuan, which does not exceed the amount of investment of 2678558 million yuan of funds raised by the issuer for the 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.
7、 For the subscription of this issuance, any placing object 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. 8、 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 online subscription according to the issue price plus the bank deposit interest for the same period.
9、 All shares of the issuer are negotiable. 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.
10、 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. After the preliminary inquiry, the number of offline investors providing quotation is less than 10, or the number of effective offline investors after excluding the highest quotation is less than 10;
2. After the preliminary inquiry, the number of offline investors to be purchased is less than the initial number of offline issuance, or the remaining number to be purchased after excluding the highest quotation is less than the initial number of offline issuance;
3. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) failed to reach an agreement on the issue price;
4. After offline subscription, the actual total subscription amount of the placing object with effective quotation is less than the initial offline issuance quantity;
5. If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is dialed back to the offline;
6. The total number of shares subscribed by offline and online investors is less than 70% of the number of this public offering;
7. In case of other special circumstances, the issuer and the recommendation institution (lead underwriter) may decide to suspend the issuance through consultation;
8. The China Securities Regulatory Commission conducted in-process and post event supervision on the process of securities issuance and underwriting, and found that it was suspected of violating laws and regulations
