Adopt Technology Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry to which the shares belong is "C35 special equipment manufacturing industry". As of January 12 (T-3) 2022, the average static P / E ratio of the industry released by China Securities Index Co., Ltd. in the latest month is 42.20 times. The issuance price of 50.31 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting extraordinary profits and losses in 2020, which is 83.85 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on January 12 (T-3) 2022, with an excess of 98.70%; It is 53.11 times higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020, and the excess range is 57.88%.
The issuer and the recommendation institution (lead underwriter) remind investors to 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 the risk awareness, strengthen the value investment concept, avoid blind speculation, carefully study and judge the rationality of issue pricing, and make rational investment decisions. The application of adoptive Technology Co., Ltd. (hereinafter referred to as "adoptive shares" or "issuer") for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") has been examined and approved by the Municipal Committee on the gem of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been registered with the China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2021] No. 3937.
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
After negotiation between the issuer and the sponsor (lead underwriter), the number of shares issued this time is 23508800, all of which are new shares 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 the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
1. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on the adoption of the preliminary inquiry and promotion of initial public offering of shares by Technology Co., Ltd. and listing on the gem (hereinafter referred to as the "announcement on preliminary inquiry and promotion"), after excluding the preliminary inquiry results of investors who do not meet the requirements, Eliminate all placing objects whose proposed subscription price is higher than 67.56 yuan / share (excluding 67.56 yuan / share); The proposed subscription price is 67.56 yuan / share, and all placing objects whose subscription quantity is less than 7.8 million shares are eliminated; The proposed subscription price is 67.56 yuan / share, the subscription quantity is equal to 7.8 million shares, and the placing objects whose subscription time is later than 14:26:52:975 on January 12, 2022 (T-3) are eliminated; The proposed subscription price is 67.56 yuan / share, the subscription quantity is equal to 7.8 million shares, and the subscription time is the same as 14:26:52:975 on January 12, 2022 (T-3). 50 placing objects are excluded from the back to the front according to the declaration sequence automatically generated by the offline issuance electronic platform of Shenzhen stock exchange. In the above process, a total of 104 placing objects are eliminated, and the total number of shares to be purchased is 635.1 million, accounting for 1.0122% of the total number of 62742.3 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the effective subscription multiple, the issuer's industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risk, and negotiate to determine that the issuance price is 50.31 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on January 17, 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 the online subscription date are the same as January 17, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. The issue price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 50.31 yuan / share, which does not exceed the median and weighted average of offline investors\' quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension") The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as "insurance fund") in accordance with the measures for the administration of the use of insurance funds, whichever is lower.
4. The issue price does not exceed the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, relevant subsidiaries of the recommendation institution do not need to participate in follow-up investment. This issuance does not arrange strategic placement to other external investors. Finally, this issuance does not make directional placement to strategic investors. The difference between the initial strategic placement and the final strategic placement of 1175440 shares will be transferred back to offline issuance.
Finally, this issuance is finally carried out by a combination of 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 or non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance"). The initial inquiry and offline issuance of this issuance shall be conducted by the sponsor (lead underwriter) through the offline issuance electronic platform of Shenzhen Stock Exchange（ https://eipo.szse.cn. ）Organize and implement the online issuance through the trading system of Shenzhen Stock Exchange.
5. The issue price is 50.31 yuan / share, and the corresponding P / E ratio is:
(1) 62.89 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);
(2) 25.89 times (earnings per share shall be 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);
(3) 83.85 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 2020 in accordance with Chinese accounting standards by the total share capital after the issuance);
(4) 34.52 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).
6. The issue price is 50.31 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) of the CSRC, the industry in which the shares are adopted is special equipment manufacturing (C35). As of January 12, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 42.20 times.
The issuance price of 50.31 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting extraordinary profits and losses in 2020, which is 83.85 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on January 12 (T-3), 2022. The excess range is 98.70%. There are four reasons: first, The issuer has outstanding manufacturing and service advantages. Compared with other enterprises in the same industry in China, the issuer's main advantages are R & D and production customization and product and service differentiation. The company has professional production equipment and sufficient production capacity for veterinary and medical injection and puncture, which can meet the personalized requirements of customers. The company has the follow-up service capacity covering the whole product life cycle, ensuring the after-sales service quality of products; Second, the issuer has strong customer advantages and high customer barriers in the medical device industry. It usually takes more than 3 years for products to enter the world-famous medical companies. After long-term product exploration and market expansion, the company has formed a stable high-quality customer base, including Neogen, MEDLINE Thermo Fisher, McKesson and other world-renowned large companies provide high value-added products with good market reputation and image, which have been highly praised by customers for many times; Third, the issuer has leading product and R & D advantages. The company's main medical products have passed the EU CE certification and FDA registration in the United States. At present, the company has 21 FDA registered products. After querying the FDA official website information, the company's FDA owned product registration ranks first among companies in the injection puncture industry. In addition, the company has 28 products certified by CE; Fourth, raising investment projects to expand production capacity, medium and long-term growth can be expected. The raised investment project is mainly used for the upgrading and capacity expansion of medical injection and puncture products, the introduction of supporting talents and the construction of an efficient, stable and accurate R & D platform, which will meet the growing market demand of medical injection and puncture products, improve the company's product structure, greatly improve the company's R & D and innovation ability, and improve the company's professional technical service quality Expand the company's popularity and brand radiation, improve the core competitiveness of the enterprise, and support the medium and long-term steady development of the enterprise. 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) As of January 12, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
In 2020, deduct the static securities code corresponding to the stock deducted on T-3 in 2020. The securities are referred to as non front EPS and non rear EPS. The closing price (yuan / state p / E ratio - deducted P / E ratio - deducted (yuan / share) (yuan / share) is not front (2020A) and non rear (2020A)
603987.SH Shanghai Kindly Enterprises Development Group Co.Ltd(603987) 0.4592 0.4187 23.30 50.74 55.65
300453.SZ Jiangxi Sanxin Medtec Co.Ltd(300453) 0.2934 0.2565 12.97 44.20 50.57
Mean 47.47 53.11
Data source: wind information, data as of January 12, 2022.
Note 1: if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding;
Note 2: 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.
The issuance price of 50.31 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 83.85 times higher than the average static P / E ratio of the industry in the latest month issued by China Securities Index Co., Ltd., with an excess of 98.70%; It is higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020, and the excess range is 57.88%. The main reasons are as follows: 1. The issuer has relatively many product lines, including veterinary products and laboratory consumables in addition to medical products; 2. The issuer's products have their own uniqueness and innovation, with high proportion of safety series products and strong market competitiveness; 3. The issuer's main customers are world-renowned medical enterprises, which have a high access threshold. At the same time, the issuer's sales are mainly in direct sales mode, which has more premium space than the distribution mode of comparable companies in the same industry; 4. The issuer has high growth. After excluding the mask business, the issuer is expected to realize a year-on-year increase of 59.49% - 79.52% in revenue in 2021; It is expected that the net profit attributable to the parent company after deducting non profits will increase by 184.69% - 229.08% compared with 2020. There is a risk that the future decline of the issuer's share price will bring losses to investors. 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.
(3) After the issue price is determined, the number of investors who have submitted valid quotations for the offline issue is 192, and the number of placement objects managed is 4880, accounting for about 50.42% of the total number of placement objects after excluding invalid quotations; The total number of effective proposed subscriptions is 3212.38 million shares, accounting for about 51.20% of the total number of subscriptions after excluding invalid quotations, which is about 1911.13 times the initial offline issuance scale after strategic placement callback and before online and offline callback.
(4) 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 China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) published on the same day Adopted Technology Co., Ltd. initial public offering and listing on GEM
