Suzhou xianglou New Material 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 Suzhou xianglou New Material Co., Ltd. (hereinafter referred to as “xianglou new material”, “issuer” or “company”) for the initial public offering of 18666667 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, It has been registered by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 651). 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 18666667, accounting for 25.00% of the total share capital after issuance. All new shares are issued publicly, 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 (hereinafter referred to as “Shenzhen Stock Exchange”).
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1. This offering is conducted through 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 and non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as “online issuance”).
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
2. After the preliminary inquiry, the issuer and the recommendation institution (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 Suzhou xianglou new materials 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 purchase price is higher than 35.47 yuan / share (excluding 35.47 yuan / share); The proposed subscription price is 35.47 yuan / share, and all placing objects whose subscription quantity is less than 4.5 million shares are eliminated; The proposed subscription price is 35.47 yuan / share, the number of subscription is equal to 4.5 million shares, and the subscription time is 14:35:19:702 on May 18, 2022. Among the placing objects, they will be eliminated from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. A total of 70 placing objects were excluded in the above process, and the total number of shares to be purchased was 351.5 million, accounting for 1.0104% of the total number of 347882 million 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 31.56 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 23, 2022 (t day), without paying subscription funds. The offline issuance and Subscription Date and online subscription date are the same as May 23, 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.
This offering does not arrange the strategic placement to the senior management and core employees of the issuer, asset management plans and other external investors. According to the offering price, the relevant subsidiaries of the sponsor need not participate in follow-up investment. Finally, this issuance will not be targeted to strategic investors. The difference between the initial number of strategic placements and the final number of strategic placements, 933333 shares, will be transferred back to offline issuance.
5. The issue price is 31.56 yuan / share, and the corresponding P / E ratio is:
(1) 15.03 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) 14.65 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) 20.03 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) 19.54 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 31.56 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) formulated by the CSRC, the industry of the issuer is “C33 metal products industry”. As of May 18, 2022 (T-3), the average static P / E ratio of “C33 metal products industry” released by China Securities Index Co., Ltd. in the latest month was 22.25 times. (2) As of May 18, 2022 (T-3), the valuation level of the issuer’s comparable listed companies is as follows:
Closing price on day T-3: 2021 deduction, non 2021 deduction, 2021 deduction, 2021 deduction, securities code, securities abbreviation (EPS before May 2022 (yuan / non post EPS deduction, non pre market and non post market earnings 18 days, people’s shares) (yuan / share) earnings ratio
Currency)
Zhejiang Yongjin Metal Technology Co.Ltd(603995) .SH Zhejiang Yongjin Metal Technology Co.Ltd(603995) 48.61 2.54 2.42 19.17 20.08
Jc Finance & Tax Interconnect Holdings Ltd(002530) . SZ Jc Finance & Tax Interconnect Holdings Ltd(002530) 6.71 -0.51 -0.52 n / a n / A
Average 19.17 20.08
Source: wind data, as of May 18, 2022 (T-3)
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-3 day.
The issuance price of 31.56 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 20.03 times lower than the static P / E ratio corresponding to the lower net profit attributable to the parent before and after deducting non recurring profits and losses of comparable listed companies, and lower than the average static P / E ratio of “C33 metal products industry” published by China Securities Index Co., Ltd. on May 18, 2022 (T-3), 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 issuance price determined by this issuance, the number of investors who submitted valid quotations in this offline issuance is 124, and the number of placement objects managed is 4120, accounting for 66.70% of the total number of placement objects after excluding invalid quotations. The total number of effective proposed subscriptions is 23074100000 shares, accounting for 66.33% of the total number of subscriptions after excluding invalid quotations. The corresponding effective subscription multiple is Before the launch of the online and offline callback mechanism, the initial offline issuance scale was 172883 times.
(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 Suzhou xianglou new materials 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 prospectus of Suzhou xianglou new materials Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “prospectus”) is 268.3 million yuan. The issuance price is 31.56 yuan / share, and the corresponding total fund-raising is 589.12 million yuan, 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 31.56 yuan / share, the issuer expects the total amount of funds raised to be 589.12 million yuan. After deducting the issuance cost of 544355 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 5346845 million yuan.
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. If the shares are listed on the Shenzhen stock exchange for the second time, they can be circulated without restrictions from the date of the second public offering.
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.
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 Suzhou xianglou new materials Co., Ltd. and initial offline placement listed on the gem, timely and fully pay the subscription funds for new shares according to the final issuance price and initial placement quantity before 16:00 on May 25 (T + 2) 2022.
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After the online investors win the lottery in the subscription of new shares, they shall fulfill the obligation of capital settlement according to the announcement on the results of initial public offering of shares by Suzhou xianglou new materials Co., Ltd. and online lottery for listing on the gem, so as to ensure that their capital account has sufficient capital for the subscription of new shares by the end of May 25 (T + 2) 2022. The insufficient part shall be deemed to have given up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
11. 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.
12. The securities placing object in China shall strictly abide by
