Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
The application of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as “Shipu testing” or “the issuer”) for the initial public offering of no more than 30 million common 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. 4041).
After negotiation between the issuer and the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “recommendation institution (lead underwriter)”), the number of shares issued this time is 30 million, all of which are new shares issued to the public, and the issuer’s shareholders do not transfer old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules agreed in the announcement on preliminary inquiry and promotion of initial public offering of shares by Shipu Testing Technology (Shanghai) 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 purchase price is higher than 29.50 yuan / share (excluding 29.50 yuan / share) shall be eliminated; The proposed subscription price is 29.50 yuan / share, and all placing objects whose subscription quantity is less than 9 million shares are eliminated; The proposed subscription price is 29.50 yuan / share, the subscription quantity is equal to 9 million shares, and the placing objects whose subscription time is later than 13:59:42:531 on January 13, 2022 (T-4) are eliminated; The proposed subscription price is 29.50 yuan / share, the number of subscription is equal to 9 million shares, and the subscription time is the same as 13:59:42:531 on January 13, 2022 (T-4). 94 placing objects are excluded from the back to the front according to the declaration sequence automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. A total of 96 placing objects were excluded in the above process, and the total number of shares to be purchased was 862.9 million, accounting for 1.01% of the total number of 85654.1 million shares to be purchased after excluding invalid quotations 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 recommendation institution (lead underwriter) comprehensively consider the issuer’s industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors, and negotiate to determine the issuance price of 20.08 yuan / share. The offline issuance will not conduct cumulative bidding inquiry.
The issuance price of 20.08 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 56.42 times lower than the average static P / E ratio of comparable companies in 2020, but higher than the average static P / E ratio of the industry in the latest month issued by China Securities Index Co., Ltd., which is at risk of loss to investors due to the decline of the issuer’s share price in the future. 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.
Investors are requested to make online and offline subscription at this price on January 19, 2022 (t day), and there is no need to pay the subscription fund during subscription. The offline issuance and Subscription Date and online subscription date are the same as January 19, 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.
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, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement, and the No. 1 employee of Fucheng Haifutong Shipu testing participated in the gem strategic placement collective asset management plan (hereinafter referred to as “Shipu testing asset management plan”). According to the final determined price, the number of strategic placement shares of Shipu testing asset management plan is 2573705, accounting for 8.58% of the number of shares issued this time.
4. This issuance finally adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) 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 or non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement of this offering shall be organized and implemented by the lead underwriter; The offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange and the registration and settlement platform of China Clearing Shenzhen Branch; 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 20.08 yuan / share, and the corresponding P / E ratio is:
(1) 42.31 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) 37.79 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) 56.42 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 2020 by the total share capital after the issuance);
(4) 50.39 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).
6. The issue price is 20.08 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the industry of Shipu testing is “professional and technical service industry” (M74).
As of January 13, 2022 (T-4), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 33.66 times.
The issuance price of 20.08 yuan / share corresponds to the issuer’s diluted P / E ratio of net profit attributable to the parent before and after deducting non recurring profits and losses in 2020, which is 56.42 times higher than the industry’s average static P / E ratio in the latest month published by China Securities Index Co., Ltd., with an excess range of 67.62%. There are four reasons: first, the professional and technical service industry (M74) includes 64 listed companies, The main business covers a wide range; Among them, 12 listed companies are mainly engaged in testing service industry. Shipu testing business mainly involves the testing industry, so the P / E ratio of listed companies whose main business involves the testing service industry is comparable. The company’s diluted P / E ratio before and after deducting non recurring profits and losses in 2020 corresponding to the issuance price is lower than the average individual stock market earnings ratio of 12 listed companies in the professional and technical service industry (M74) released by China Securities Index Co., Ltd. as of January 13, 2022 (T-4). Second, the founding management team of the company is the earliest expert engaged in soil and groundwater pollution prevention and control related industries in China. The company is one of the first third-party testing institutions engaged in soil and groundwater testing in China; With professional service capability and profound experience in soil testing industry, the company has served major well-known projects such as “detailed survey of national soil pollution status” and “landfill of suspected hazardous waste in Jingjiang yuanhouhe petrochemical plant”, and has established a high brand awareness and market credibility in the industry. The company focuses on the detection of soil and groundwater, has mastered a large number of mature inspection and detection technologies, realizes full coverage of 85 detection parameters in the field of soil (GB 36600-2018 standard), and promotes the research and development of detection technologies in the fields of water quality, gas, agricultural food, solid waste and dioxin; For the test items with established standard methods, the company has repeatedly studied and tested unconventional samples and unmentioned matters on the premise of following the standard methods, continuously summarized experience in actual business, and accumulated more than 240 standard method operation instructions, which has become an effective carrier of the company’s technical inheritance, and has invested a lot of resources in the research and development of non-standard test methods for a long time, That is, when the authoritative department has not issued the standard test method, it develops the test method by itself. Third, the company attaches great importance to R & D investment; Technicians are experienced and have a large talent reserve. The company actively arranges forward-looking detection technology, attaches great importance to new technology and method innovation, and always takes continuous research and development as an important way to maintain competitive advantage. The company and its subsidiaries Jiangsu Shipu, Hebei Shipu and Sichuan Shipu are high-tech enterprises; As of June 30, 2021, the issuer and its subsidiaries had 34 utility model patents and 1 invention patent, of which 32 patents were independently applied and obtained in the process of production and operation of the company. It provides strong support for ensuring the accuracy of test results; The company has focused on and deeply cultivated the field of soil and groundwater testing for a long time. After long-term accumulation, the company has formed more than 240 operation instructions on the optimization and refinement of standard methods, developed more than 130 non-standard methods and covered more than 500 characteristic parameters, and reserved a large number of backbone technicians with high education and rich testing experience, which provides strong support for the rapid and accurate issuance of testing reports, And have the technical ability to undertake special and complex testing business. Fourth, the company actively responded to the policy call, successively established multiple laboratories and liaison offices in key areas such as Jiangsu, Zhejiang, Anhui, Shanghai, Tianjin, Shanxi, Hebei, cloud, Guangdong and Sichuan, continuously expanded the service radius and service capacity, and the testing service radiated throughout the country.
In 2020, deduct the static corresponding static market securities code corresponding to the T-4 day shares deducted in 2020. The securities are referred to as non front EPS and non back EPS. Closing price P / E ratio – deducting non earnings ratio – deducting non back (yuan / share) (yuan / share) (yuan / share) and before (2020A) (2020A)
300012.SZ Centre Testing International Group Co.Ltd(300012) 0.3453 0.2865 23.27 67.39 81.21
002967.SZ Guangzhou Grg Metrology&Test Co.Ltd(002967) 0.4092 0.2570 25.76 62.96 100.25
300887.SZ Pony Testing International Group Co.Ltd(300887) 1.1949 0.9997 75.50 63.18 75.53
Mean 64.51 85.66
Data source: wind information, data as of January 13, 2022 (T-4).
Note 1: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to parent before / after deduction of non recurring profit and loss in 2020 ÷ total share capital on T-4 day. The issuance price of 20.08 yuan / share corresponds to the issuer’s diluted P / E ratio of net profit attributable to the parent before and after deducting non recurring profits and losses in 2020, which is 56.42 times, lower than the average static P / E ratio of comparable companies after deducting non recurring profits and losses in 2020, but higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd, There is a risk that the future decline of the issuer’s share price will bring losses to investors. 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) 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 The announcement on the initial public offering of shares and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the “issuance announcement”). (4) This offering follows the market-oriented pricing principle. 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 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 shall 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. 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) The required amount of raised funds disclosed in the letter of intent for initial public offering and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the “letter of intent”) is 402100700 yuan
