Shipu Testing Technology (Shanghai) Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
hot tip
Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Shipu testing", "issuer" or "company") in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the securities investment fund law and the measures for the administration of securities issuance and underwriting (CSRC order [No. 144], hereinafter referred to as the "administrative measures") 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"), measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167], hereinafter referred to as the "Registration Measures"), Detailed rules for the implementation of IPO and underwriting business of Shenzhen Stock Exchange gem (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as "detailed rules"), detailed rules for the implementation of online IPO of Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "detailed rules for the implementation of online IPO") Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (SZS [2020] No. 483, hereinafter referred to as "detailed rules for the implementation of offline issuance"), code for underwriting of initial public offerings under the registration system (zzxf [2021] No. 213, hereinafter referred to as "underwriting code") Detailed rules for placing of initial public offering shares (zxsf [2018] No. 142, hereinafter referred to as "detailed rules for placing") and management rules for offline investors of initial public offering shares under the registration system (zxsf [2021] No. 212, hereinafter referred to as "detailed rules for investor management") and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") Relevant provisions on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering and listing on GEM.
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
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").
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the "offline issuance electronic platform"). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission on September 18, 2021, and the implementation rules for the issuance and underwriting of initial public offerings on gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange The code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [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, and carefully study and judge the rationality of issue pricing, Make rational investment decisions.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc., as follows:
1. 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 Shipu Testing Technology (Shanghai) 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, Eliminate all placing objects whose proposed subscription price is higher than 29.50 yuan / share (excluding 29.50 yuan / share); 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. Please refer to the part marked "high price rejection" in the attached table "attached table: statistical table of investor quotation information".
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 issue price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 20.08 yuan / share. The issue price of this issue shall not exceed the median and weighted average of offline investors' quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension") 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.
According to the issue price, the relevant subsidiaries of the sponsor need not participate in the strategic placement.
The special asset management plan for the senior management and core employees of the issuer is the collective asset management plan for Fucheng Haifutong Shipu Test No. 1 employee to participate in the gem strategic placement (hereinafter referred to as "Shipu test asset management plan"), and all the subscription funds promised have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
According to the finally determined price, the final number of strategic placement shares in the special asset management plan for senior managers and core employees of the issuer is 2573705 shares, accounting for 8.58% of the number of shares issued this time.
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").
4. Restriction period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restriction period arrangement, and can be circulated from the date of listing of the stocks 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, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline subscription, they do not need to fill in the arrangement of the sales restriction period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online sales restriction period disclosed in this announcement.
In terms of strategic placement, the special asset management plan established by the issuer's senior management and core employees participating in this strategic placement is the Shipu testing asset management plan, and the restricted sales period of the allocated shares is 12 months. The restricted sale period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange.
5. Online investors shall independently express their purchase intention 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 sponsor (lead underwriter) will decide whether to start the callback mechanism on January 19, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the call back mechanism will be determined according to the initial effective subscription multiple of online investors. 7. Offline investors shall, in accordance with the announcement on the results of initial public offering of shares by Shipu Testing Technology (Shanghai) Co., Ltd. and initial placement of offline issuance listed on the gem (hereinafter referred to as "initial placement of offline issuance")
Announcement of sale results "), and pay the subscription funds for new shares in full and on time according to the final issue price and preliminary placement quantity before 16:00 on January 21, 2022 (T + 2).
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 circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object shall be invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, 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 lot in the subscription of new shares, online investors shall perform the obligation of capital settlement in accordance with the announcement on the results of online lottery of Shipu Testing Technology (Shanghai) Co., Ltd. in the initial public offering of shares and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), Ensure that its capital account has sufficient subscription funds for new shares on January 21 (T + 2) 2022, and the insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The investor's fund transfer shall comply with the relevant provisions of the securities company where the investor is located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
8. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
9. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The number of violations of placing objects on GEM, science and innovation board, main board of Shanghai Stock Exchange, main board of Shenzhen Stock Exchange and selected layer of national stock transfer system shall be calculated together. During the period of being included in the restricted list, the relevant placing objects shall not participate in the offline inquiry and subscription of gem, science and innovation board, main board of Shanghai Stock Exchange, main board of Shenzhen Stock Exchange and shares of national share transfer system publicly issued to unspecified qualified investors and listed on the selected layer.
If the online investor fails to make full payment after winning the lottery for 3 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 recommendation institution (lead underwriter) solemnly remind the majority of investors to pay attention to investment risks and invest rationally. Please carefully read the articles published in China Securities Journal and Shanghai Securities News on January 18, 2022 (t-1) The special announcement on the investment risk of Shipu Testing Technology (Shanghai) Co., Ltd. in the initial public offering of shares and listing on the gem published in the securities times and Securities Daily fully understands the market risk and prudently participates in the IPO.
Valuation and investment risk tips
1. 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 China Securities Regulatory Commission (hereinafter referred to as "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 "professional and technical services (M74)" released by China Securities Index Co., Ltd. in the latest month was 33.66 times. 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 higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd., with an excess range of 67.62%. There are four reasons:
