Baoding Dongli Machinery Manufacturing Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Huatai United Securities Co., Ltd
China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") formulates the classification of listed companies (hereinafter referred to as "Dongli machinery industry") according to the "guidelines of China Securities Regulatory Commission" (hereinafter referred to as "China Securities Regulatory Commission"), The static average p / E ratio of "C36 automobile manufacturing industry" released by China Securities Index Co., Ltd. in the latest month is 23.92 times (as of May 20, T-3, 2022). The issuance price of 12.68 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 35.42 times lower than the static P / E ratio of comparable listed companies and higher than the average monthly static P / E ratio of "C36 automobile manufacturing" released by China Securities Index Co., Ltd. on May 20 (T-3) 2022, with an excess of 48.08%, There is a risk that the decline of the issuer's share price will bring losses to investors in the future.
The issuer and Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities", "sponsor (lead underwriter)" or "lead underwriter") remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
The issuer's application for initial public offering of 36.8 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 and registered with the CSRC (zjxk [2022] No. 509).
After negotiation between the issuer and the sponsor (lead underwriter), the number of shares issued this time is 36800000, accounting for 25.07% 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 (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 initial public offering and listing on the gem of Baoding Dongli Machinery Manufacturing Co., Ltd. (hereinafter referred to as the "announcement on preliminary inquiry and recommendation"), 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 16.07 yuan / share (excluding 16.07 yuan / share) will be eliminated; The proposed subscription price is 16.07 yuan / share, and all placing objects whose subscription quantity is less than 12 million shares are eliminated; The proposed subscription price is 16.07 yuan / share, and the number of subscription is equal to 12 million shares. Among the placing objects whose subscription time is 14:33:11:723 on May 20, 2022, 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 65 placing objects were excluded in the above process, and the total number of shares to be purchased was 742.5 million, accounting for 1.0084% of the total number of 736349 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 12.68 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 25, 2022 (t day), without paying subscription funds. The offline issuance and Subscription Date and online subscription date are the same as May 25, 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 determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 12.68 yuan / share. 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. Therefore, relevant subsidiaries of the sponsor need not participate in follow-up investment.
The initial strategic placement number of this issuance is 1840000 shares, accounting for 5.00% of this issuance. most
There is no strategic placement in the end. The difference between the initial strategic placement and the final strategic placement will be transferred back to offline issuance.
5. The issue price is 12.68 yuan / share, and the corresponding P / E ratio is:
(1) 26.54 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) 23.74 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) 35.42 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) 31.68 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 12.68 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 formulated by the CSRC, the industry of the issuer is "C36 automobile manufacturing industry", and the static average p / E ratio of "C36 automobile manufacturing industry" released by China Securities Index Co., Ltd. in the latest month is 23.92 times (as of May 20, T-3, 2022).
(2) As of May 20, 2022 (T-3), 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 (yuan / non post EPS deduction, non pre market and non post market earnings 20 days, people's shares) (yuan / share) earnings ratio before May 2022
Currency)
Ningbo Tuopu Group Co.Ltd(601689) .SH Ningbo Tuopu Group Co.Ltd(601689) 56.80 0.92 0.88 61.53 64.49
Chengdu Xiling Power Science & Technology Incorporated Company(300733) .SZ Chengdu Xiling Power Science & Technology Incorporated Company(300733) 20.78 0.12 0.09 178.47 225.51
Sichuan Dawn Precision Technology Co.Ltd(300780) .SZ Sichuan Dawn Precision Technology Co.Ltd(300780) 14.80 0.48 0.42 30.56 35.31
Shandong Liancheng Precision Manufacturing Co.Ltd(002921) .SZ Shandong Liancheng Precision Manufacturing Co.Ltd(002921) 13.84 0.56 0.48 24.56 28.88
Average 38.88 42.89
Source: wind data, as of May 20, 2022 (T-3)
Note 1: the extreme value Chengdu Xiling Power Science & Technology Incorporated Company(300733) has been excluded from the average value of the above P / E ratio. If there is a 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 12.68 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 35.42 times lower than the static P / E ratio of comparable listed companies and higher than the average monthly static P / E ratio of "C36 automobile manufacturing industry" released by China Securities Index Co., Ltd. on May 20 (T-3) 2022. There is a risk that the decline of the issuer's share price will bring losses to investors in the future.
The pricing rationality of this offering is explained as follows:
First, customer resource advantages: the company has excellent customer resources. Its main customers mainly include AAM group, VC group, daigao group, wickmai group, Great Wall Motor Company Limited(601633) etc. they are multinational corporations in the automotive industry, especially AAM group and VC group, which are among the top ten leading enterprises in the global market share in the field of automotive shock absorbers. The company has cooperated with the above customers for many years and has formed a stable supply relationship.
Second, brand advantage: with high-quality products, the company has been recognized by major global automobile enterprises and has established a good product brand image in the international market. The company's products are mainly supplied to medium and high-end automobile brands, including BMW, Mercedes Benz, Audi, Porsche, Ferrari and Bentley. The sales revenue of the company's products for medium and high-end brands accounts for more than 65%.
Third, R & D advantages: the company's R & D team is stable and efficient, with remarkable achievements in process R & D, automation R & D and independent product R & D, which helps the high-level development of the enterprise. Through in-depth research on the process parameters of various products and research and development of high-precision processing schemes, the company has met the special processing requirements of complex products; The production line developed by the company integrates automatic production and automatic detection, which can realize the mass and stable production of difficult products; By constantly overcoming technical difficulties and developing new products such as new energy vehicle parts and chassis shock absorbers, the company realizes the sustainable development of the company.
Fourth, product quality advantage: because the company's main products have the characteristics of "multi variety, customization and non-standard", the company has strictly controlled the casting, machining and other links with advanced technology, high-precision mechanical equipment and refined management concept, so that the company's product quality has reached the international leading level.
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, the number of investors who submitted valid quotations in this offline offering is 193, and the number of placement objects managed is 5054, accounting for 79.28% of the total number of placement objects after excluding invalid quotations. The total number of effective proposed subscriptions is 5797560 million shares, accounting for 78.73% of the total number of subscriptions after excluding invalid quotations. The corresponding effective subscription multiples are 220339 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, economic reference website and cninfo (www.cn. Info. Com. CN) published on the same day Baoding Dongli Machinery Manufacturing 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 Baoding Dongli Machinery Manufacturing Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the "letter of intent") is 300 million yuan. The issue price is 12.68 yuan / share, and the total fund-raising corresponding to the issue price is 466624 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 12.68 yuan / share,
