Xianglou new material: announcement of initial public offering and listing on GEM

Suzhou xianglou New Material Co., Ltd

Announcement on initial public offering and listing on GEM

Sponsor (lead underwriter): Huatai United Securities Co., Ltd

hot tip

Suzhou xianglou New Material Co., Ltd. (hereinafter referred to as “xianglou new material”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]), special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as the “special provisions”), Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) promulgated the detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as “the detailed rules for the implementation”), the detailed rules for the implementation of online issuance of initial public offerings on the Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “the detailed rules for the implementation of online issuance”) Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as the “detailed rules for the implementation of offline issuance”), and the code for underwriting initial public offerings under the registration system issued by the China Securities Association (hereinafter referred to as the “Securities Association”) (Zhong Zheng Xie Fa [2021] No. 213) Detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142), rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212, hereinafter referred to as “rules for the administration of offline investors under the registration system”), detailed rules for the placement of initial public offerings (zxsf [2018] No. 142), and other relevant provisions, The latest guidelines on the implementation of the relevant operating rules of the Shenzhen stock exchange for the initial public offering and the Shenzhen Stock Exchange.

Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”, “sponsor (lead underwriter)” or “lead underwriter”) serves as the sponsor (lead underwriter) of this offering.

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 the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).

The initial inquiry and offline issuance of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “electronic platform”). Offline investors are requested to carefully read this announcement and the implementation rules of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.

Investors are kindly requested to focus on the issuance process, online and offline subscription, payment and disposal of share abandonment of this issuance. The specific contents are as follows:

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 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, By consensus, all placing objects whose proposed purchase price is higher than 35.47 yuan / share (excluding 35.47 yuan / share) will be eliminated; 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. Please refer to the part marked “high price rejection” in the attached table “preliminary inquiry and quotation”.

2. If the price of the underwriter, the cumulative price of the issuer’s shares and the underwriter’s demand for shares are 31.56 yuan, the underwriter can no longer determine the price of the issuer’s shares, the underwriter’s price, the underwriter’s price of the issuer’s shares, the underwriter’s price of the issuer’s shares, the underwriter’s price of the issuer’s shares, the underwriter’s price of the issuer’s shares, the underwriter’s price of the issuer’s shares and the issuer’s price of.

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.

3. 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.

4. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks issued this time 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.

5. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.

6. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on May 23, 2022 (t day) according to the online subscription to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.

7. Offline investors shall, in accordance with the announcement on offline preliminary placement results 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 offline preliminary placement results), pay the subscription funds for new shares in full and on time before 16:00 on May 25, 2022 (T + 2) according to the final issuance price and preliminary placement quantity.

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 winning the lot in the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of Suzhou xianglou new materials Co., Ltd. in the initial public offering of shares and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient funds for the subscription of new shares on May 25 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, 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).

8. When the total number of shares subscribed by the sponsor and the underwriter is insufficient, the issuer and the underwriter will disclose the reasons for the suspension of the online subscription of 70% of the shares.

9. All the effective quotation placing objects announced in this announcement must participate in the offline subscription. If the offline investors who provide effective quotation fail to participate in the subscription or fail to fully apply for the subscription, and the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, they will be deemed to have breached the 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. The number of violations of placing objects in various sectors of the stock market of Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Shenzhen Stock Exchange shall be calculated together. During the period of being included in the restricted list, the placing object shall not participate in the offline inquiry and placement of relevant projects in all sectors of the stock market of Beijing stock exchange, Shanghai Stock Exchange and Shenzhen Stock Exchange.

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. 10. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on the investment risk of Suzhou xianglou new materials Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) published in China Securities News, Shanghai Securities News, securities times and Securities Daily on May 20, 2022 (t-1), fully understand the market risk and prudently participate in this new share offering.

Valuation and investment risk tips

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”, and the average static P / E ratio of “C33 metal products industry” published by China Securities Index Co., Ltd. in the latest month is 22.25 times (as of May 18, T-3, 2022). publisher

The valuation levels of comparable listed companies are 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.

2. 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 online and offline callback mechanism was launched, the initial offline issuance scale was 172883 times.

3. Draw investors’ attention to the issue price and

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