Suzhou Dongwei Semiconductor Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
The application of Suzhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as "Dongwei semiconductor", "issuer" or "company") for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and innovation board has been examined and approved by the members of the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 4040).
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
After negotiation between the issuer and the lead underwriter of this issuance, it is determined that the number of shares issued this time is 16844092, accounting for 25.00% of the total share capital after issuance. All the shares issued this time are new shares, and the shareholders of the company will not offer shares to the public. The offering will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as the "subscription platform") on January 24, 2022 (t day).
The issuer and the lead underwriter specially draw investors' attention to the following contents:
1. The issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") 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 the market value of non restricted depositary receipts in Shanghai market (hereinafter referred to as "online issuance").
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the lead underwriter. Preliminary inquiry and offline issuance through the subscription platform（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
The strategic placement of this issuance consists of the follow-up investment of relevant subsidiaries of the sponsor, the senior management and core employees of the issuer participating in the special asset management plan established by this strategic placement. The follow-up investment institution is China CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth"), and the special asset management plan for the senior management and core employees of the issuer is that the employee of Zhongjin Fengzhong No. 40 participates in the collective asset management plan for strategic placement of science and Innovation Board (hereinafter referred to as "Zhongjin Fengzhong No. 40" or "special asset management plan").
2. The issuer and the 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 lead underwriter shall, in accordance with the exclusion rules specified in the announcement on the issuance arrangement and preliminary inquiry of Suzhou Dongwei Semiconductor 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") on January 14, 2022 (T-6), after excluding the quotations of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 192.76 yuan / share (excluding 192.76 yuan / share) shall be eliminated; Among the placing objects with a proposed subscription price of 192.76 yuan / share, all placing objects with a subscription quantity of less than 5 million shares are excluded. A total of 137 placing objects are excluded from the above, and the total number of shares to be purchased is 363.5 million, accounting for 1.004% of the total number of 3619.65 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. According to the preliminary inquiry results, the issuer and the lead underwriter, taking into account the issuer's fundamentals, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risk and other factors, negotiated and determined that the issuance price is 130.00 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
The price of this offering shall not be higher than the median and weighted average of the effective quotation of offline investors excluding the highest quotation, as well as the 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 quotation and weighted average of the National Social Security Fund (hereinafter referred to as "social security fund") and the basic endowment insurance fund (hereinafter referred to as "pension"). Investors are requested to make online and offline subscription at this price on January 24, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. 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 130.00 yuan / share, and the corresponding P / E ratio is:
1. 237.30 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); 2. 321.98 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); 3. 316.40 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 the issuance); 4. 429.30 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 2020 in accordance with Chinese accounting standards by the total share capital after this issuance). The price of this offering shall not be higher than the median of all quotations of offline investors after excluding the highest quotation
And weighted average, as well as the median and weighted average of quoted prices of public products, social security funds and pensions
Whichever is lower.
6. The issue price is 130.00 yuan / share. Investors are requested to judge the issue price according to the following conditions
The rationality of.
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the company
The industry is "computer, communication and other electronic equipment manufacturing (C39)", as of January 2022
19 (T-3) computer, communication and other electronic equipment manufacturing industry (C39) released by China Securities Index Co., Ltd
The average static P / E ratio in the last month was 49.01 times.
(2) As of January 19, 2022 (T-3), the business and business model are similar to those of the issuer
The price earnings ratio of listed companies is as follows:
Deduction in 2020 not deduction in 2020 not deduction in 2020 static City corresponding to T-3 day stock securities code securities abbreviation pre EPS (yuan / post EPS (yuan) / closing price (yuan / earnings ratio)
(shares) (shares) (not before deduction) (not after deduction)
605111.SH Wuxi Nce Power Co.Ltd(605111) 0.98 0.95 163.05 165.77 171.39
600360.SH Jilin Sino-Microelectronics Co.Ltd(600360) 0.04 0.03 8.81 247.50 287.80
688396.SH China Resources Microelectronics Limited(688396) 0.73 0.65 61.04 83.62 94.45
300373.SZ Yangzhou Yangjie Electronic Technology Co.Ltd(300373) 0.74 0.72 63.69 86.27 88.67
600460.SH Hangzhou Silan Microelectronics Co.Ltd(600460) 0.05 - 51.33 - -
Mean 0.51 0.59 - 145.79 160.58
Data source: wind information, data as of January 19, 2022 (T-3).
Note 1: calculation criteria of EPS before / after deduction of non recurring profits and losses in 2020: net income attributable to the parent company before / after deduction of non recurring profits and losses in 2020
Profit / total share capital on T-3 (January 19, 2022).
Note 2: Hangzhou Silan Microelectronics Co.Ltd(600460) 2020 static P / E ratio (before deduction) is the extreme value, EPS and static P / E ratio (after deduction) are the extreme value
(after) is negative, so it is not listed.
Note 3: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
The issue price is 130.00 yuan / share, which corresponds to the issuer before and after deducting non recurring profits and losses in 2020
The low diluted P / E ratio is 429.30 times, which is higher than the industry of the issuer issued by China Securities Index Co., Ltd
The average static P / E ratio of the last month is higher than the average static P / E ratio of comparable companies in the same industry. There is a problem
The future decline of the issuer's share price will bring the risk of loss to investors. The issuer and the lead underwriter propose to the investors
Pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
(3) Investors are reminded to pay attention to the difference between the offering price and the offline investor's quotation
For details of investors' quotations, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Suzhou Dongwei
Announcement on initial public offering and listing of Semiconductor Co., Ltd. on the science and Innovation Board (hereinafter referred to as "the announcement")
"Issuance notice").
(4) 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 lead underwriter negotiate and determine the offering price according to the preliminary inquiry results, taking into account the issuer's fundamentals, the issuer's industry, market conditions, demand for raised funds, underwriting risk and other factors. The offering price is not higher than the lower of the median and weighted average of the effective offer of offline investors after excluding the highest offer, and the median and weighted average of the offer of public products, social security funds and pensions. 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.
(5) Investors should pay full attention to the risk factors contained in the marketization of pricing, understand 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 lead underwriters cannot guarantee that the shares will not fall below the issue price after listing.
7. The issuer expects to use the raised funds of 938691000 yuan for this raised investment project. Based on the issuance price of 130.00 yuan / share and the number of new shares issued of 1684409200 shares, if the issuance is successful, the total amount of funds raised by the issuer is expected to be 2189731600 yuan. After deducting the issuance expenses of about 183175400 yuan (excluding value-added tax), the net amount of funds raised is expected to be about 2006556600 yuan.
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.
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") 10% of the accounts (rounded up) of the placement objects such as insurance funds (hereinafter referred to as "insurance funds") and QFII funds that comply with the measures for the administration of the use of insurance funds and other relevant provisions shall promise to obtain the shares for this placement, and the holding period shall be 6 months from the date of the issuer's initial public offering and listing. The restricted account will be determined by lottery after the offline investors complete the payment. The online lower limit auction number will be allocated in units of placing objects, and each placing object will be assigned a number. Once offline investors make a quotation, they will be deemed to accept the online lower selling period arrangement of this offering.
In terms of strategic placement, the restricted period of shares allocated to relevant subsidiaries of the sponsor is 24 months, and the restricted period of shares allocated to the special asset management plan for senior managers and core employees of the issuer is 12 months. The restricted period shall be calculated from the date of listing of the shares publicly issued 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 the subscription of this issuance, any investor can only choose offline or online, and all investors participating in offline quotation, subscription and placement shall not participate in online subscription again; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions shall be invalid. 11. After the completion of this offering, it shall be approved by the Shanghai Stock Exchange before it can be publicly listed and traded on the Shanghai Stock Exchange. If the approval is not obtained, the shares issued this time will not be listed, and the issuer will return them to the participants according to the issue price plus the bank deposit interest for the same period
