Nanjing tengya Precision Technology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (co lead underwriter): Soochow Securities Co.Ltd(601555)
Co lead underwriter: Nanjing Securities Co.Ltd(601990)
hot tip
Nanjing tengya Seiko technology Co., Ltd. (hereinafter referred to as “tengya Seiko”, “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 offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as “detailed rules for the implementation”) Detailed rules for the implementation of offline issuance of initial public offering in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”), detailed rules for the implementation of online issuance of initial public offering in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”) The China Securities Association (hereinafter referred to as the “Securities Association”) promulgated the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), the rules for the management of offline investors in initial public offerings (zxsf [2018] No. 142) Relevant provisions such as the rules for the administration of offline investors in initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212) (hereinafter referred to as the “rules for the administration of offline investors”), as well as the relevant provisions of the Shenzhen Stock Exchange, such as the rules for the issuance and listing of shares and the latest operation guidelines, issued shares for initial public offering and listed on the gem.
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor” or “sponsor (co lead underwriter)”) serves as the sponsor (co lead underwriter) of this offering Nanjing Securities Co.Ltd(601990) (hereinafter referred to as ” Nanjing Securities Co.Ltd(601990) “, Soochow Securities Co.Ltd(601555) and Nanjing Securities Co.Ltd(601990) collectively referred to as “joint lead underwriters”) serve as the joint lead underwriters of this offering.
The strategic placement of this offering is conducted at the joint lead underwriters. This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “issuance platform”). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. This online issuance is carried out through the trading system of Shenzhen Stock Exchange and is carried out by means of subscription according to market value. Online investors are requested to carefully read this announcement and the detailed rules for the implementation of online issuance issued on the website of Shenzhen Stock Exchange.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) issued by the CSRC on September 18, 2021, and the practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by the Shenzhen Stock Exchange The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (zxsf [2021] No. 212) issued by the China Securities Association invite investors to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
Investors are kindly requested to pay attention to the issuance process, online and offline subscription, payment, restriction period setting and share abandonment. The specific contents are as follows:
1. After the preliminary inquiry, the issuer and the joint 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 Nanjing tengya Precision Technology Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results that do not meet the quotation requirements of investors, By consensus, all placing objects whose proposed purchase price is higher than 30.00 yuan / share (excluding 30.00 yuan / share) will be eliminated; The proposed subscription price is 30.00 yuan / share, the number of subscription is equal to 6 million shares, and the subscription time is the same as 14:45:16:466 on May 20, 2022 (T-3). The placement objects are removed from the back to the front according to the order automatically generated by the offline issuance electronic platform of Shenzhen stock exchange. In the above process, a total of 62 placing objects were excluded, and the total number of proposed shares to be purchased was 367 million, accounting for 1.0074% of the total number of 364296 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 elimination” in the “attached table: Quotation details of offline investors” for the specific elimination. 2. According to the preliminary inquiry results, the issuer and the joint lead underwriters, after excluding the highest quotation part, comprehensively considering the effective subscription multiple, the issuer’s fundamentals, the industry, the valuation level of comparable companies, the market environment, the demand for raised funds and the underwriting risk and other factors, negotiated and determined that the issuance price is 22.49 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 the online subscription date are the same as May 25, 2022 (t day). Among them, 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 strategic placement to senior managers, core employees and other external investors. According to the issuing price, the relevant subsidiaries of the sponsor will not participate in the strategic placement. Finally, this issuance will not be targeted to strategic investors. The difference between the initial strategic placement and the final strategic placement is 905000 shares, which are transferred back to offline issuance.
4. Arrangement of restricted sale period: among the shares issued this time, the shares issued online have no circulation restrictions and restricted sale period arrangement, and can be circulated from the date of listing of the shares 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 express their purchase intention independently 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 co lead underwriters will decide whether to start the callback mechanism on May 25, 2022 (t day) according to the online subscription, so as 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. The offline allocated investors shall timely and fully pay the subscription funds for new shares before 16:00 on May 27, 2022 (T + 2) in accordance with the announcement on the initial placement results of Nanjing tengya Seiko technology Co., Ltd. initial public offering and offline issuance listed on the gem (hereinafter referred to as the announcement on the initial placement results of offline issuance).
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 lottery of new shares, online investors shall ensure that their capital account has sufficient subscription funds for new shares on May 27, 2022 (T + 2) in accordance with the announcement on the results of online lottery of Nanjing tengya Seiko technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “announcement on the results of online lottery”), 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 that offline and online investors give up to subscribe for are underwritten by the joint lead underwriters.
8. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering, the issuer and the joint lead underwriter will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
9. All effective quotation placing objects announced in this announcement must participate in offline subscription. If the offline investors who provide effective quotation fail to participate in the subscription or fail to fully apply for the subscription, or the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, they will be deemed to be in breach of contract and shall bear the liability for breach of contract. The joint lead underwriters shall report the breach of contract to the Securities Industry Association for the record. The number of violations of placing objects in the stock markets of Shenzhen Stock Exchange, Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”) is 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 Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange. Offline investors included in the abnormal list shall not participate in offline inquiry and placement.
If an online investor fails to pay in full after winning the lottery three times in a row within 12 months, it 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 co lead underwriters solemnly remind investors to pay attention to investment risks and make rational investment. Please carefully read this announcement and its publication in China Securities Journal and Shanghai Securities News on May 24, 2022 (t-1) The special announcement on the investment risk of Nanjing tengya Precision Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the “special announcement on investment risk”) published in the securities times and the Securities Daily fully understands the market risk and prudently participates in this new share offering.
Valuation and investment risk tips
1. The issue price is 22.49 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 China Securities Regulatory Commission, tengya Seiko belongs to C34 “general equipment manufacturing industry”. The static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. is 25.33 times (as of May 20, T-3, 2022).
As of May 20, 2022 (T-3), the valuation level of A-share comparable listed companies with main business and business model similar to that of the issuer is as follows:
T-3 stock 202120212021 deduction 2021 deduction securities code securities abbreviation closing price deduction non front EPS deduction non rear EPS deduction non front P / E (yuan / share) (yuan / share) (yuan / share) ratio (Times)
Hangzhou Great Star Industrial Co.Ltd(002444) .SZ Hangzhou Great Star Industrial Co.Ltd(002444) 17.69 1.1107 0.9389 15.93 18.84
Ken Holding Co.Ltd(300126) .SZ Ken Holding Co.Ltd(300126) 5.51 0.0336 0.0250 163.99 220.40
Kangping Technology (Suzhou) Co.Ltd(300907) .SZ Kangping Technology (Suzhou) Co.Ltd(300907) 20.71 0.1886 0.2179 109.81 95.04
Guangdong Kinlong Hardware Products Co.Ltd(002791) .SZ Guangdong Kinlong Hardware Products Co.Ltd(002791) 89.23 2.7660 2.7399 32.26 32.57
Average value (after excluding outliers) 24.10 25.71
Data source: wind information, data as of May 20, 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 22.49 yuan / share corresponds to the lower of the diluted P / E ratio of the net profit attributable to the parent in 2021 before and after deducting extraordinary profits and losses, which is 29.91 times, higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. on May 20, 2022 (T-3), and higher than the arithmetic average value of the static P / E ratio of comparable companies in the same industry in 2021 after deducting non extraordinary profits and losses. 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 underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
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