Anhui Tongguan copper foil Group Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM sponsor (co lead underwriter): Guotai Junan Securities Co.Ltd(601211)
Co lead underwriter: Ping An Securities Co., Ltd
The application of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as "Tongguan copper foil", "issuer" or "company") for initial public offering of 207253886 ordinary 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 for registration by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 3834).
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "sponsor (co lead underwriter)", "co lead underwriter" or " Guotai Junan Securities Co.Ltd(601211) ") serves as the sponsor (co lead underwriter) of this offering, and Ping An Securities Co., Ltd. (hereinafter referred to as "co lead underwriter" or "Ping An Securities") serves as the co lead underwriter of this offering.
After negotiation between the issuer and the joint lead underwriters, the number of shares issued this time is 207253886, all of which are new shares issued to the public, and the shareholders of the issuer will not transfer the old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the co lead underwriters specially draw the investors' attention to the following contents:
1. After the preliminary inquiry, the issuer and the co lead underwriters shall, in accordance with the exclusion rules specified in the announcement on preliminary inquiry and promotion of initial public offering of shares by Anhui Tongguan copper foil Group 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 subscription price is higher than 21.80 yuan / share (excluding 21.80 yuan / share) shall be eliminated; Eliminate all placing objects with the proposed subscription price of 21.80 yuan / share and the subscription quantity of less than 75 million shares (excluding); For the placing objects with the proposed subscription price of 21.80 yuan / share and the subscription amount equal to 75 million shares, all the placing objects whose subscription time is later than 14:36:01:956 (excluding) on January 13, 2022 will be eliminated according to the subscription time from late to early; For the placing objects with the proposed subscription price of 21.80 yuan / share, the number of 75 million shares and the subscription time of 14:36:01:956 on January 13, 2022, 19 placing objects will be removed 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 114 placing objects were excluded in the above process, and the total number of shares to be purchased was 3770.7 million, accounting for 1.01% of the total number of shares to be purchased after excluding the quotation of unqualified investors in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
2. According to the preliminary inquiry results, the issuer and the joint lead underwriters, taking into account the issuer's fundamentals, industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors, negotiated and determined that the issuance price is 17.27 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 January 18, 2022 (t day), and there is no need to pay the subscription fund. The offline issuance and Subscription Date and online subscription date are the same as January 18, 2022 (t day), of 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 issue price determined through negotiation between the issuer and the co lead underwriters is 17.27 yuan / share, which does not exceed the median and weighted average of offline investors\' quotations after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as "public fund") and the National Social Security Fund (hereinafter referred to as "social security fund") established through public offering after excluding the highest quotation The median quotation of basic endowment insurance fund (hereinafter referred to as "pension"), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") and insurance funds (hereinafter referred to as "insurance funds") in accordance with the measures for the administration of the use of insurance funds The lower of the weighted average (hereinafter referred to as "four values") is 17.2723 yuan / share. According to item (IV) of Article 39 of the implementation rules, the relevant subsidiary of the recommendation institution Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as "Zhengyu investment") does not need to participate in the strategic placement of this issuance, and all the shares initially participated in the follow-up investment of Zhengyu investment will be transferred back to the offline issuance.
The initial strategic placement quantity of this issuance is 3108808200 shares, accounting for 15.00% of this issuance quantity. The strategic placement of this offering is composed of the special asset management plan of the issuer's senior managers and core employees. All the subscription funds of the strategic investors have been remitted to the bank account designated by the joint lead underwriters within the specified time. According to the finally determined price, the final strategic placement quantity of the special asset management plan for the senior management and core employees of the issuer is 4124145 shares.
The initial strategic placement quantity of this issuance is 3108808200 shares, accounting for 15.00% of this issuance quantity. The final number of strategic placement was 4124145 shares, accounting for 1.99% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement of 26963937 shares will be transferred back to offline issuance.
4. This issuance is finally carried out by a combination of directional placement to strategic investors, offline inquiry 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 pricing according to market value.
5. The issue price is 17.27 yuan / share, and the corresponding P / E ratio is:
(1) 149.73 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) 186.77 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 before the issuance); (3) 199.64 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 this issuance); (4) 249.03 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 2020 in accordance with Chinese accounting standards by the total share capital after this issuance).
6. The issue price is 17.27 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 issuer's industry is computer, communication and other electronic equipment manufacturing (C39). As of January 13, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 49.39 times.
(2) As of January 13, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
Deduction of T-3 day stocks in 2020
Securities code securities abbreviation non pre EPS non post EPS closing price P / E ratio p / E ratio
(yuan / share) (yuan / share) (yuan / share) (deduction)
Front (rear)
600110.SH Nuode Investment Co.Ltd(600110) 0.0039 -0.0362 14.61 3,790.65 -
002288.SZ Guangdong Chaohua Technology Co.Ltd(002288) 0.0230 0.0382 7.64 331.54 200.19
688388.SH Guangdong Jiayuan Technology Co.Ltd(688388) 0.7960 0.6994 130.14 163.49 186.06
Mean value --- 247.52 193.13
Data source: wind information, data as of January 13, 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 13, 2022).
Note 2: negative and abnormal values are excluded from the calculation of the mean value of static P / E ratio.
The company has certain advantages in capacity layout, product technology, core equipment, customer resources and brand influence: ① reasonable capacity layout and leading product technology. The total capacity of the company's electronic copper foil products is 45000 tons / year, including 25000 tons / year of PCB copper foil and 20000 tons / year of lithium battery copper foil. The company's capacity is reasonably distributed in the field of PCB copper foil and lithium battery copper foil. On the advanced technology aspect, the issuer's high frequency and high speed PCB copper foil has significant advantages in domestic enterprises, of which 5G has been produced by RTF copper foil, and its production and marketing capability ranks first among domestic enterprises. In the field of lithium battery copper foil, the issuer has 6 leading mass production capacity in the current market μ M mass production capacity of copper foil for lithium battery. Meanwhile, the issuer has successfully developed 4.5 μ M is the core manufacturing technology of very thin lithium battery copper foil and high tensile lithium battery copper foil, and has small-scale production capacity. Its commercial application is in the process of orderly promotion. ② The core production equipment is advanced. The issuer has been deeply engaged in the copper foil industry for more than ten years. Relying on its strong capital and technical strength, the issuer's current production line has a mature switching process for different products, which can effectively meet the future needs of major customers for high-performance products. When purchasing production machinery and equipment, the issuer has purchased the most advanced core equipment in the industry from the above-mentioned international leading copper foil equipment manufacturers in combination with the future copper foil development trend and potential capacity demand, so as to lay a solid foundation for the company to grasp the development opportunities of the industry. ③ High quality customers and rich resources. Relying on its advantages in production capacity, product and service quality, technological innovation and rapid response, the company has established long-term cooperative relations with well-known manufacturers such as Shengyi Technology Co.Ltd(600183) , Taiyu technology, taioptoelectronics, Zhejiang Wazam New Materials Co.Ltd(603186) , Wus Printed Circuit (Kunshan) Co.Ltd(002463) , Nanya New Material Technology Co.Ltd(688519) , Byd Company Limited(002594) , Contemporary Amperex Technology Co.Limited(300750) , Gotion High-Tech Co.Ltd(002074) , Xingheng Co., Ltd., and has become its core supplier, It has obtained its recognition of the company's products and services, and has been rated as "excellent supplier" and "core supplier" for many times. ④ Great brand influence and high industry status. The issuer is the vice chairman unit of the Council of China Electronic Materials Industry Association (cemia), the chairman unit of the electronic copper foil branch of China Electronic Materials Industry Association (CCFA), and the unit responsible for revising the national standard electrolytic copper foil for printed boards, The national standard "general specification for metal foil for printed circuit" and the industrial standard "electrolytic copper foil for lithium ion battery" are mainly involved in the formulation. They have high industry status and popularity. The company's "Copper Crown" brand has a good reputation in the industry. The company's own brand influence and industry status are an important guarantee for business expansion.
The issuance price of 17.27 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 249.03 times higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and higher than the average static P / E ratio of comparable companies after deducting non recurring profits and losses in 2020. There is a risk that the decline of the issuer's share price will bring losses to investors in the future. The issuer and the co lead underwriters remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(3) 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 Anhui Tongguan copper foil Group Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the "issuance announcement").
(4) This offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the joint lead underwriter comprehensively consider the issuer's fundamentals, industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, 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 offline investors' quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, which is 17.2723 yuan / share. 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 recommended not to participate in this issue.
(5) 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 pricing marketization, know that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the value investment concept, and avoid blind speculation. Regulators, issuers and joint lead underwriters can not guarantee that the stock will not fall below the issue price after listing.
7. Based on the issuance price of 17.27 yuan / share and 207253886 new shares, the total amount of funds raised by the issuer is expected to be 3579.2746 million yuan, after deducting the estimated issuance expenses of about 149772400 yuan (excluding
