Jingke Energy Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (co lead underwriter): China Securities Co.Ltd(601066)
Co lead underwriter: Citic Securities Company Limited(600030)
The application of Jingke Energy Co., Ltd. (hereinafter referred to as “Jingke energy”, “issuer” or “company”) for initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the stock listing committee of 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”) in zjxk [2021] No. 4127. After negotiation between the issuer and the sponsor (co lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “,” sponsor (co lead underwriter) “) and the co lead underwriter Citic Securities Company Limited(600030) (hereinafter referred to as” Citic Securities Company Limited(600030) “) ( China Securities Co.Ltd(601066) securities and Citic Securities Company Limited(600030) jointly referred to as” co lead underwriters “) of this issuance, the number of shares issued this time is 2 million, All new shares are issued to the public. The issuance will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform on January 17, 2022 (t day). The issuer and the co lead underwriters 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 placement to qualified investors (hereinafter referred to as “offline issuance”) Online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market.
Strategic placement, preliminary inquiry and online and offline issuance shall be organized by the joint lead underwriters; The preliminary inquiry and offline issuance are implemented through the offline subscription electronic platform of Shanghai Stock Exchange; Online issuance is carried out through the trading system of Shanghai Stock Exchange.
2. The issuer and the co lead underwriters will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding will not be conducted.
3. After the preliminary inquiry, the issuer and the joint lead underwriters shall, in accordance with the exclusion rules specified in the announcement on the issuance arrangement and preliminary inquiry of Jingke Energy Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “announcement on the issuance arrangement and preliminary inquiry”), after excluding the preliminary inquiry results of the quotation of investors that do not meet the requirements, Eliminate all placing objects whose proposed subscription price is higher than 7.23 yuan / share (excluding 7.23 yuan / share); Among the placing objects with a proposed subscription price of 7.23 yuan / share, all placing objects with a subscription quantity of less than 187.1 million shares (excluding 187.1 million shares) are eliminated. A total of 153 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 14171.1 million shares, accounting for 1.0011% of the total number of 1415541 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. Based on the preliminary inquiry results, the issuer and the joint lead underwriters comprehensively evaluated the issuer’s reasonable investment value, the number of shares in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, market conditions, demand for raised funds and underwriting risk, and negotiated and determined that the offering price is 5.00 yuan / share, Cumulative bid inquiry will not be conducted for offline issuance.
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. 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. The issue price is 5.00 yuan / share, and the corresponding P / E ratio is:
(1) 38.40 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 before this issuance);
(2) 43.92 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 before the issuance);
(3) 48.00 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 2020 in accordance with Chinese accounting standards by the total share capital after the issuance);
(4) 54.90 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 after this issuance).
6. Investors are kindly requested to pay attention to the following situations and judge the rationality of the pricing of this offering.
(1) The price of this offering is lower than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the securities investment fund and other partial share asset management plans established by public offering (hereinafter referred to as “public offering products”) and the social security fund managed by the investment manager of Social Security Fund (hereinafter referred to as “public offering products”)
The lower of the median and weighted average (hereinafter referred to as “four numbers”) of the remaining quotations of the “social security fund”) and the basic endowment insurance fund (hereinafter referred to as “pension”) is 6.3205 yuan / share.
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 Jingke Energy Co., Ltd. on initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance announcement”). (2) The diluted P / E ratio of the issuer corresponding to the issuance price of 5.00 yuan / share in 2020 before and after deducting non recurring profits and losses is 54.90 times, which is higher than the average static P / E ratio of the issuer’s industry in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable companies in the same industry, There is a risk that the future decline of the issuer’s share price will bring losses to investors. The issuer and the co lead underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the company’s industry is electrical machinery and equipment manufacturing (C38) in manufacturing industry (c). As of January 12 (T-3) 2022, the average static P / E ratio of electrical machinery and equipment manufacturing (C38) released by China Securities Index Co., Ltd. in the latest month was 48.80 times.
As of January 12, 2022 (T-3), the valuation level of comparable A-share listed companies is as follows:
2020 deduction not 2020 deduction not T-3 day stock corresponding static corresponding static securities code securities abbreviation EPS closing price P / E ratio after EPS (yuan / share) (yuan / share) (yuan / share) (before deduction) (after deduction)
688599.SH Trina Solar Co.Ltd(688599) 0.59 0.54 65.08 109.78 121.34
002459.SZ Ja Solar Technology Co.Ltd(002459) 0.94 0.85 84.88 90.09 99.74
600537.SH Eging Photovoltaic Technology Co.Ltd(600537) -0.55 -0.67 4.71 -8.49 -7.01
601012.SH Longi Green Energy Technology Co.Ltd(601012) 1.58 1.50 80.20 50.76 53.31
Mean value — 83.55 91.47
Data source: wind information, data as of January 12, 2022 (T-3).
Note 1: calculation criteria of EPS before / after deduction of non recurring profits and losses in 2020: net profit attributable to the parent company before / after deduction of non recurring profits and losses in 2020 / total share capital on T-3 (January 12, 2022);
Note 2: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding;
Note 3: Eging Photovoltaic Technology Co.Ltd(600537) the net profit attributable to the parent company in 2020 is negative, so it is not included in the average calculation.
(3) After the issue price is determined, the number of investors who have submitted effective quotations for this offline offering is 401, the number of placement objects managed is 10955, and the total number of effective proposed subscriptions is 13809619.9 million shares, 1233.00 times the initial offline offering scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of Jingke Energy Co., Ltd. and listing on the science and innovation board is 600 million yuan. The issuance price is 5 million yuan / share, and the corresponding financing scale is 1 million yuan, which is higher than the above-mentioned fund-raising demand amount, The remaining funds after the actual net raised funds meet the needs of the raised investment project will be used for the working capital related to the company’s main business or used in accordance with the relevant provisions of the regulatory authority.
(5) 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.
(6) Investors should pay full attention to the risk factors contained in the marketization of pricing, understand the risk that the stock price may fall below the issue price after the stock is listed, effectively improve the risk awareness, strengthen the value investment concept and avoid blind speculation. Regulators, issuers and co lead underwriters cannot guarantee that the share price will not fall below the issue price after the listing of the shares.
7. The issuer expects to use the raised capital of 600 million yuan for this raised investment project. If the issuance is successful, the total amount of funds raised by the issuer is expected to be RMB 1000000, and the net amount of funds raised is expected to be RMB 9725283000 after deducting the issuance expenses of about RMB 274717000 (excluding tax).
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.
For the offline issuance part, since the date of the issuer’s initial public offering and listing, 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 Interim Measures for the administration of the use of insurance funds and other relevant provisions shall promise that the holding period of the shares placed this time is 6 months from the date of the issuer’s initial public offering and listing, The aforesaid placing target account is determined by lottery. The shares allocated to the placement target account managed by offline investors who have not been selected have no circulation restrictions and restricted sale period arrangements, and can be circulated from the date of listing and trading of the issued shares on the Shanghai Stock Exchange. Offline placement lottery adopts the method of assigning numbers according to the assigned objects, and assigns numbers according to the number of households finally assigned to offline investors, and each assigned object is 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 sales period of shares allocated to relevant subsidiaries of the sponsor is 24 months, China Securities Co.Ltd(601066) Jingke energy No. 1 Kechuang board strategic placement collective asset management plan, China Securities Co.Ltd(601066) Jingke energy No. 2 Kechuang board strategic placement collective asset management plan China Securities Co.Ltd(601066) the restricted period for the strategic placement collective asset management plan of Jingke energy No. 3 Kechuang board and the shares allocated to other strategic investors is 12 months, which 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 this issuance and subscription, investors can only choose offline issuance or online issuance for subscription, and all investors participating in offline quotation, subscription and placement shall no longer participate in online subscription; If the investor participates in offline and online subscription at the same time, the online subscription part is invalid.
11. After the issuance, the shares can only be publicly listed and traded 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 subscription according to the issue price plus the bank deposit interest for the same period.
12. Investors must pay attention to the investment risk. In case of the following circumstances, the issuer and the co lead underwriters 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 subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part 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;
(4) The issuer’s major post meeting events in the issuance process affect the issuance;
(5) According to Article 36 of the measures for the administration of securities issuance and underwriting and Article 27 of the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange, the CSRC and the Shanghai Stock Exchange found that there were problems in the process of securities issuance and underwriting
