Runbei Aviation Technology Co., Ltd
Special announcement on investment risk of initial public offering (the first time)
Sponsor (lead underwriter): Guosen Securities Co.Ltd(002736)
The application of runbei Aviation Technology Co., Ltd. (hereinafter referred to as “runbei aviation technology”, “issuer” or “company”) for initial public offering of no more than 20 million common shares (A shares) (hereinafter referred to as “this offering”) has been approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2022] No. 978.
This offering is conducted by online subscription based on market value and direct pricing (hereinafter referred to as “online issuance”) from public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market, without offline inquiry and placement. This offering will be implemented through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on June 15, 2022 (T).
After negotiation between the issuer and the recommendation institution (lead underwriter) Guosen Securities Co.Ltd(002736) (hereinafter referred to as “recommendation institution (lead underwriter)” or ” Guosen Securities Co.Ltd(002736) “), 20 million new shares are issued in this public offering. The issuer and the recommendation institution (lead underwriter) specially draw the attention of investors to the following contents:
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is “wholesale industry” (F51), and the static average p / E ratio of the industry published by China Securities Index Co., Ltd. in the latest month is 13.95 times (as of May 20, 2022). The issuance price of 29.20 yuan / share corresponds to the lower of the issuer’s net profit before and after deducting the non recurring profit and loss in 2021. The diluted P / E ratio is 22.99 times (the earnings per share is calculated by dividing the audited net profit attributable to the shareholders of the parent company before and after deducting the non recurring profit and loss in 2021 by the total share capital after the issuance).
The P / E ratio of this offering is higher than the static average p / E ratio of the industry in the latest month issued by China Securities Index Co., Ltd. there is a risk that the issuer’s valuation level will return to the industry average p / E ratio in the future, and the decline of share price will bring losses to new share investors. Please refer to it when making decisions.
According to the requirements of the measures on strengthening the supervision of new share issuance (CSRC announcement [2014] No. 4 document), the issuer and the sponsor (lead underwriter) will continuously issue special announcements on investment risks within three weeks before online subscription. The announcements will be on May 23, 2022, May 30, 2022 and June 6, 2022 respectively. Please pay attention to them.
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
(I) investors are kindly requested to focus on the issuance process, subscription and payment. The main contents are as follows:
1. This offering adopts the direct pricing method. All shares are issued online to the social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market, without offline inquiry and placement.
2. The issue price: 29.20 yuan / share. Based on this price, the investor applies for the purchase through the trading system of Shenzhen Stock Exchange on June 15, 2022 (t day, subscription day) and online subscription by market value. The investor does not need to pay the subscription fund when making online subscription, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
4. After winning the lottery of new shares, online investors shall fulfill their payment obligations in accordance with the announcement of lottery results of online pricing issuance announced on June 17, 2022 (T + 2). When making payment, online investors shall abide by the relevant provisions of the securities company where the investor belongs. The successful investor shall ensure that his capital account has sufficient subscription funds for new shares on June 17, 2022 (T + 2), and the insufficient part shall be deemed to give up the subscription. The resulting consequences and relevant legal liabilities shall be borne by the investor. The successful investors who give up the subscription of some shares and the invalid shares of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “CSDCC”) Shenzhen Branch shall be underwritten by the sponsor (lead underwriter).
5. When the number of shares subscribed by online investors is less than 70% of the number of this public offering, the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
6. 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. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
(II) any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the investment value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(III) investors who intend to participate in this offering and subscription must carefully read the summary of the prospectus for the initial public offering of runbei Aviation Technology Co., Ltd. published in China Securities News, Shanghai Securities News, securities times and Securities Daily on May 23, 2022 and published on cninfo (website: www.cn. Info. Com. CN) The full text of the prospectus, especially the chapters of “tips on major matters” and “risk factors”, fully understand the risk factors of the issuer, judge its operation status and investment value by itself, and make investment decisions prudently. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves. (IV) the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s fundamentals, industry, valuation level of comparable companies, market conditions, effective fund-raising demand, underwriting risk and other factors, and negotiate to determine the issuance price of this online offering as 29.20 yuan / share. Any investor who participates in the subscription shall be deemed to have accepted the issue price; If there is any objection to the pricing method and price of the offering, it is recommended not to participate in this offering.
(V) the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s fundamentals, industry, valuation level of comparable companies, market conditions, effective fund-raising demand, underwriting risk and other factors, and negotiate to determine the issuance price of this issuance as 29.20 yuan / share. The price earnings ratio corresponding to this price is:
1. The audited net profit per share of the parent company before and after deducting 22.99 times of the total share capital of the parent company, whichever is lower;
2. 17.24 times (earnings per share is calculated by dividing the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 by the total share capital before issuance).
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is “wholesale industry” (code F51).
The issuance price of 29.20 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting non recurring profits and losses in 2021, which is 22.99 times higher than the static average p / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. the main reasons are as follows:
As of the signing date of this announcement, the main products operated by listed companies belonging to the “wholesale industry” in the A-share market are significantly different from the products distributed by runbeihangke, and the customer groups served by the two sides are also significantly different. Runbei Aviation Technology Co., Ltd. belongs to the subdivision field of aviation material distribution, and the products distributed are mainly used in aircraft. Therefore, it has higher requirements for product safety and airworthiness, and has higher industry barriers, which are mainly reflected in certification and qualification barriers, professional services with accumulated industry experience, talent barriers, capital barriers, etc. the number of participants in this subdivision market is relatively small, and the degree of industry competition is low. In addition, runbei aviation branch has formulated corresponding development plans and started to implement in terms of aviation material localization strategy, so it has strong market competitiveness.
(VI) the total number of shares issued in this public offering is 20 million. All shares issued in this public offering are new shares, and the transfer of old shares is not arranged. The raised capital of the issuer’s proposed investment project is 473080200 yuan. Based on the issuance price of 29.20 yuan / share and the number of new shares issued of 20 million shares, the total amount of funds raised is expected to be 584 million yuan. After deducting the issuance cost of about 1109198 million yuan (excluding tax), the net amount of funds raised is expected to be 473080200 yuan, which does not exceed the amount of funds raised for the project raised and invested in this issuance. 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.
(VII) investors can only use one securities account with market value to participate in the subscription of online public offering shares. In this offering, if the same investor uses multiple securities accounts to participate in the subscription of the same new share, CSDCC Shenzhen Branch will make effective subscription according to the subscription of the investor’s first securities account with market value confirmed by the trading system of Shenzhen Stock Exchange, and make invalid treatment for other subscriptions; For each new share issue, each securities account can only be subscribed once. If the same securities account participates in the subscription of the same new share for many times, CSDCC Shenzhen Branch will make the first subscription confirmed by the trading system of Shenzhen Stock Exchange as a valid subscription.
(VIII) there is no circulation restriction and locking arrangement for the shares issued online this time, and the shares issued this time will be circulated from the date of listing and trading on the Shenzhen Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
(IX) all shares of the issuer are tradable shares. For the limited sale period of shares before this offering, see the prospectus for the relevant commitment and arrangement of the restricted sale period. The above share restriction arrangement is a voluntary commitment made by relevant shareholders in accordance with relevant laws and regulations based on the needs of corporate governance and the stability of operation and management. (x) investors are invited to pay attention to risks. In case of the following circumstances, the issuer and the recommendation institution (lead underwriter) will negotiate and take measures to suspend the issuance:
1. The number of shares subscribed by online investors is less than 70% of the number of this public offering;
2. The issuer has major post meeting events in the issuance process that affect the issuance;
3. If the CSRC supervises the process of securities issuance and underwriting during and after the event and finds that there are suspected violations of laws and regulations or abnormal circumstances, it shall order the issuer and the recommendation institution (lead underwriter) to suspend or suspend the issuance. In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will timely announce the reasons for suspension of issuance, resumption of issuance arrangements and other matters. After the suspension of the issuance, within the validity period of the issuance approval document and after filing with the CSRC, the issuer and the recommendation institution (lead underwriter) may choose the opportunity to restart the issuance.
（11） After the end of this offering, it shall be approved by the Shenzhen Stock Exchange before it can be publicly listed and traded on the Shenzhen 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 online subscription according to the issue price plus the bank deposit interest for the same period.
（12） This offering may have the risk of falling below the offering price after listing. Investors should 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 risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing.
（13） The issuer and the sponsor (lead underwriter) solemnly remind investors that investors should adhere to the concept of value investment and participate in the subscription of this issuance. We hope that investors who recognize the investment value of the issuer and hope to share the growth achievements of the issuer will participate in the subscription.
（14） This special announcement on investment risk does not guarantee to reveal all the investment risks of this issuance. It is recommended that investors fully understand the characteristics and risks of the securities market, rationally evaluate their own risk tolerance, and make an independent decision on whether to participate in the subscription of this issuance according to their own economic strength and investment experience. Issuer: sponsor (lead underwriter) of runbei Aviation Technology Co., Ltd.: Guosen Securities Co.Ltd(002736) May 23, 2022 (this page has no text and is the seal page of special announcement on investment risk of initial public offering of shares by runbei Aviation Technology Co., Ltd. (the first time))
Runbei Aviation Technology Co., Ltd. (this page has no text and is the seal page of the special announcement on investment risks of runbei Aviation Technology Co., Ltd. in its initial public offering (the first time))
Guosen Securities Co.Ltd(002736) MM DD YY
