Zhejiang Zhenlei Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Zhejiang Zhenlei Technology Co., Ltd. (hereinafter referred to as the “issuer”) for initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (hereinafter referred to as the “issuance”) was examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) on November 9, 2021, It has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in zjxk [2021] No. 4031.
After negotiation between the issuer and the recommendation institution (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution (lead underwriter)”), it is determined that the number of shares issued this time is 27.31 million, all of which are new shares issued to the public. The issuance will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform on January 18, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1. This offering adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) and offline inquiry placement to qualified investors (hereinafter referred to as “offline issuance”) Online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market.
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter). The strategic placement is conducted at the sponsor (lead underwriter), and the preliminary inquiry and offline issuance are conducted through the offline subscription platform of Shanghai Stock Exchange（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
In this offering, the selection of strategic placement investors is comprehensively determined after considering the qualification of investors and market conditions. It is composed of the follow-up investment of relevant subsidiaries of the sponsor, the special asset management plan of senior managers and core employees of the issuer, and the follow-up investment institution is Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”), The special asset management plan for the senior management and core employees of the issuer is that Citic Securities Company Limited(600030) Zhenlei technology employees participate in the collective asset management plan for strategic placement on the science and Innovation Board (hereinafter referred to as “Zhenlei technology employee asset management plan”).
2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding inquiry will not be conducted.
3. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Zhejiang Zhenlei Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “announcement on issuance arrangement and preliminary inquiry”), after excluding the preliminary inquiry results that do not meet the requirements of investors\’ quotation, By consensus, all placing objects whose proposed purchase price is higher than 80.00 yuan / share (excluding 80.00 yuan / share) shall be eliminated; Among the placing objects with a proposed subscription price of 80.00 yuan / share, all placing objects with a subscription quantity of less than 8.2 million shares are eliminated; For the placing objects with the proposed subscription price of 80.00 yuan / share, the number of 8.2 million shares and the subscription time of 14:32:31.255 on January 13, 2022, four placing objects will be removed from the order from the back to the front according to the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 108 placing objects are excluded, and the total number of shares to be purchased is 669.2 million, accounting for about 1.0111% 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.
4. Based on the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) negotiated and determined the offering price of 61.88 yuan / share by comprehensively considering the issuer’s reasonable investment value, the number of shares in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, market conditions, the demand for raised funds and underwriting risks, Cumulative bid inquiry will not be conducted for offline issuance.
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. Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
5. The issue price is 61.88 yuan / share, and the corresponding P / E ratio is:
(1) 69.46 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);
(2) 65.87 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);
(3) 92.63 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 after the issuance);
(4) 87.84 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 after this issuance).
6. The issue price is 61.88 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) The offering price is 61.88 yuan / share, which is not higher than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as securities investment funds and other partial share asset management products established by public offering (hereinafter referred to as “public offering products”) The lower of the median and weighted average (hereinafter referred to as “four numbers”) of the remaining quotations of the social security fund (hereinafter referred to as “social security fund”) and the basic endowment insurance fund (hereinafter referred to as “pension”) managed by the social security fund investment manager is 61.8882 yuan / share.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. The quotation of offline investors is published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement of Zhejiang Zhenlei Technology Co., Ltd. on initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance announcement”).
(2) According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is “C39 computer, communication and other electronic equipment manufacturing industry”. 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.
As of January 13, 2022 (T-3), the P / E ratio of comparable listed companies with main business and business model similar to that of the issuer is as follows:
T-3 day shares 2020 deduction non 2020 deduction non 2020 static 2020 static securities code securities abbreviation pre closing price EPS (yuan / post EPS (yuan / P / E ratio (before deducting non P / E ratio (deducting (yuan / share) shares)) non post)
300782.SZ Maxscend Microelectronics Company Limited(300782) 300.95 3.2162 3.0870 93.57 97.49
300101.SZ Chengdu Corpro Technology Co.Ltd(300101) 19.77 0.1439 0.0903 137.36 218.82
688508.SH Wuxi Chipown Micro-Electronics Limited(688508) 96.66 0.8819 0.7129 109.61 135.58
688536.SH 3Peak Incorporated(688536) 670.67 2.2906 2.0863 292.79 321.46
T-3 day shares 2020 deduction non 2020 deduction non 2020 static 2020 static securities code securities abbreviation pre closing price EPS (yuan / post EPS (yuan / P / E ratio (before deducting non P / E ratio (deducting (yuan / share) shares)) non post)
301050.SZ Chengdu Rml Technology Co.Ltd(301050) 211.90 1.2515 1.2050 169.31 175.86
Arithmetic mean 160.53 189.84
Data source: wind information, data as of January 13, 2022 (T-3).
Note 1: if there is any difference in the above figures, it is caused by rounding and retaining two decimal places.
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 day.
The issuance price of 61.88 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 92.63 times higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable companies in the same industry. 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 recommendation institution (lead underwriter) remind investors to focus on investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
(3) Investors are reminded that after the issue price is determined, the number of investors who submitted effective quotations for the offline issue is 291, the number of placement objects managed is 6504, and the total number of effective proposed subscriptions is 3951790 million shares, which is 2431.95 times of the initial offline issue scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of Zhejiang Zhenlei Technology Co., Ltd. and its listing on the science and Innovation Board (hereinafter referred to as the “letter of intent”) is 704582600 yuan, the offering price is 61.88 yuan / share, and the corresponding financing scale is 1689942800 yuan, which is higher than the above-mentioned fund-raising demand amount, The remaining funds after the actual net raised funds meet the needs of the raised investment project will be used for the working capital related to the company’s main business or used in accordance with the relevant provisions of the regulatory authority.
(5) The pricing of this offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the issuer’s fundamentals, market conditions, valuation level of comparable 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. Any investor who participates in the subscription shall be deemed to have 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.
(6) Investors should pay full attention to the risk factors contained in the pricing marketization, know the risk 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 sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing.
Based on the number of new shares issued at 61.88 yuan / share and 27.31 million shares, the total amount of funds raised by the issuer is expected to be 1689.9428 million yuan. After deducting the issuance expenses of about 153.6318 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 153.6311 million yuan (if there is a mantissa difference, it is caused by rounding). 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. 8. The shares issued online this time are not subject to circulation restrictions and restricted sales period. They can be circulated from the date when the shares issued to the public are listed on the science and Innovation Board of Shanghai Stock Exchange.
In the offline issuance part, the allocated public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as “enterprise annuity funds”), insurance funds (hereinafter referred to as “insurance funds”) in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and funds of qualified foreign institutional investors, 10% of the final allocated account (rounded up) shall promise to obtain the restricted period of the shares placed this time is 6 months from the date of the issuer’s initial public offering and listing, and the aforesaid placing object account will be determined by lottery. The shares allocated to the placement target account managed by offline investors that have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date of listing and trading of the issued shares on the Shanghai Stock Exchange.
In terms of strategic placement, CSI promises that the restricted period of the allocated shares this time is 24 months, and Zhenlei technology employee information management plan promises that the restricted period of the allocated shares this time is 12 months, which shall be calculated from the date of listing of the publicly issued shares on the Shanghai Stock Exchange.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
10. For this issuance and subscription, any placing object can only choose offline issuance
