Beijing Zhongke Jiangnan Information Technology Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Huatai United Securities Co., Ltd
The application of Beijing Zhongke Jiangnan Information Technology Co., Ltd. (hereinafter referred to as "Zhongke Jiangnan", "issuer" or "company") for the initial public offering of 27 million RMB common shares (A shares) (hereinafter referred to as "this offering") has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 127).
After negotiation between the issuer and the sponsor (lead underwriter) Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor (lead underwriter)"), the number of shares issued this time is 27 million, accounting for 25.00% of the total share capital after issuance. All of them are new shares issued to the public, and the shareholders of the issuer will not transfer their 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. This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as "strategic placement"), offline inquiry placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
The strategic placement of this offering shall be organized and implemented by the sponsor (lead underwriter); The preliminary inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline issuance electronic platform of Shenzhen Stock Exchange; Online issuance is carried out through the trading system of Shenzhen Stock Exchange.
2. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Beijing Zhongke Jiangnan Information 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, All placing objects whose proposed subscription price is higher than 49.65 yuan / share (excluding 49.65 yuan / share) will be eliminated. A total of 91 placing objects were excluded in the above process, and the total number of shares to be purchased was 444.9 million, accounting for 1.0023% of the total number of shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
3. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's fundamentals, industry, valuation level of comparable listed companies, market conditions, demand for raised funds, effective subscription multiple, underwriting risk and other factors, and negotiate to determine that the price of this issuance is 33.68 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 May 6, 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 May 6, 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.
4. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as "public fund"), the National Social Security Fund (hereinafter referred to as "social security fund"), the basic old-age insurance fund (hereinafter referred to as "pension") established through public offering after excluding the highest quotation 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, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
The special asset management plan for senior managers and core employees of the issuer Huatai Zhongke Jiangnan home No. 1 gem employee stock ownership collective asset management plan has a final strategic placement of 2700000 shares, accounting for 10.00% of the shares issued this time.
The initial strategic placement number of this issuance is 4050000 shares, accounting for 15.00% of this issuance. The final number of strategic placement is 2700000 shares, accounting for 10.00% of the number of shares issued this time. The difference between the initial strategic placement quantity and the final strategic placement quantity of 1350000 shares will be transferred back to offline issuance.
5. The issue price is 33.68 yuan / share, and the corresponding P / E ratio is:
(1) 18.27 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 2021 by the total share capital before the issuance);
(2) 17.48 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 2021 by the total share capital before this issuance);
(3) 24.36 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 2021 by the total share capital after this issuance);
(4) 23.31 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 2021 by the total share capital after this issuance).
6. The issue price is 33.68 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) issued by the CSRC, the industry of Zhongke Jiangnan is "I65 software and information technology service industry". As of April 27, 2022 (T-4), the static average p / E ratio of "I65 software and information technology service industry" released by China Securities Index Co., Ltd. in the latest month is 45.23 times. The issuance price of 33.68 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 24.36 times, lower than the average static P / E ratio of "I65 software and information technology service industry" released by China Securities Index Co., Ltd. on April 27 (T-4) 2022.
(2) As of April 27, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
T-4 closing price 2021 deduction 2021 deduction 2021 deduction 2021 deduction 2021 deduction securities code securities abbreviation (April 2022 non front EPS non rear EPS non front P / E non rear P / E 27 days, RMB) (yuan / share) (yuan / share) ratio
Yonyou Network Technology Co.Ltd(600588) .SH Yonyou Network Technology Co.Ltd(600588) 17.73 0.2061 0.1179 86.04 150.33
Fujian Boss Software Corp(300525) .SZ Fujian Boss Software Corp(300525) 18.28 0.5718 0.5300 31.97 34.49
Beijing Certificate Authority Co.Ltd(300579) .SZ Beijing Certificate Authority Co.Ltd(300579) 33.51 0.6446 0.5751 51.99 58.26
Koal Software Co.Ltd(603232) .SH Koal Software Co.Ltd(603232) 9.77 0.3440 0.1435 28.40 68.07
Jilin University Zhengyuan Information Technologies Co.Ltd(003029) .SZ Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 18.43 0.7837 0.7219 23.52 25.53
Average 33.97 46.59
Source: wind data, as of April 27, 2022 (T-4)
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 2021 = net profit attributable to the parent before / after deduction of non recurring profit and loss in 2021 / total share capital on T-4 day;
Note 3: among them, PE before and after deduction in Yonyou Network Technology Co.Ltd(600588) 2021 is much higher than the P / E ratio of the same industry, which is not included in the calculation of the average value of static P / E ratio of comparable companies.
The issuance price of 33.68 yuan / share corresponds to the lower of the diluted P / E ratio of the net profit attributable to the parent company before and after deducting non recurring profits and losses in 2021, which is 24.36 times lower than the static P / E ratio of comparable listed companies and the average static P / E ratio of "I65 software and information technology service industry" published by China Securities Index Co., Ltd. on April 27 (T-4) 2022, 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.
(3) According to the issue price determined in this offering, 245 investors have submitted valid quotations in this offline offering, and 5580 placing objects have been managed, accounting for 83.90% of the total number of placing objects after excluding invalid quotations. The total number of effective proposed subscriptions is 362678 million shares, accounting for 81.70% of the total number of subscriptions after excluding invalid quotations. The corresponding effective subscription multiples are 208256 times of the initial offline issuance scale before the launch of the online and offline callback mechanism.
(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 Beijing Zhongke Jiangnan Information Technology Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the "issuance announcement"). (5) The fund-raising demand amount disclosed in the letter of intent of Beijing Zhongke Jiangnan Information Technology Co., Ltd. for initial public offering of shares and listing on the gem (hereinafter referred to as the "letter of intent") is RMB Ningbo Bird Co.Ltd(600130) 5 million. The issue price is RMB 33.68/share, and the corresponding total fund-raising amount is RMB 909.36 million, which is higher than the above-mentioned fund-raising demand amount.
(6) This offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the issuer's fundamentals, industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, effective subscription multiple, underwriting risk and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. The offering price does not exceed the lower of the median and weighted average of the offline investors' quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. If any investor participates in the subscription, it shall be deemed that it has accepted the issue price. If there is any objection to the issue pricing method and issue price, it is suggested not to participate in this issue.
(7) 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. 7. Based on the issuance price of 33.68 yuan / share and the issuance of 27 million new shares, the issuer expects the total amount of funds raised to be 909.36 million yuan. After deducting the issuance cost of 695711 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 8397889 million yuan. If there is a mantissa difference, it is caused by rounding.
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. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed on the Shenzhen Stock Exchange.
The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer's initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
In terms of strategic placement, the senior managers and core employees of the issuer participated in the special asset management plan established by the strategic placement. The restricted period of the allocated shares is 12 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
10. Offline investors shall, according to the announcement on the results of initial public offering of shares by Beijing Zhongke Jiangnan Information Technology Co., Ltd. and initial offline placement listed on the gem, pay the final issue price before 16:00 on May 10 (T + 2) 2022
