Adopt Technology Co., Ltd
CAINATECHNOLOGY CO., LTD.
(No. 253, Chenglu Road, Huashi Town, Jiangyin City)
Initial public offering and listing on GEM
Listing announcement
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
January, 2002
hot tip
The shares of adoptive Technology Co., Ltd. (hereinafter referred to as "adoptive shares", "issuer", "the company" or "the company") will be listed on the gem of Shenzhen Stock Exchange on January 26, 2022. The company reminds investors to fully understand the risks of the stock market and the risk factors disclosed by the company, avoid blindly following the trend of "speculation" in the initial stage of IPO, and make prudent decision and rational investment.
Unless otherwise specified, the abbreviations or terms in this listing announcement have the same meanings as those in the prospectus of the company's initial public offering of shares.
catalogue
Special tips 1 catalog Section 1 important statements and tips four
1、 Important statement four
2、 Special tips on investment risks at the initial stage of IPO four
3、 Special risk tips Section 2 stock listing nine
1、 Review of stock registration and listing nine
2、 Overview of stock listing nine
3、 Listing criteria Section III information of the issuer, shareholders and actual controllers thirteen
1、 Basic information of the issuer thirteen
2、 Directors, supervisors and senior managers of the company and their holdings of stocks and bonds fourteen
3、 Controlling shareholders and actual controllers fifteen
4、 Equity incentive plan and employee stock ownership plan sixteen
5、 Changes in the company's share capital structure before and after this offering nineteen
6、 The top ten shareholders of A-Shares after this issuance 20 VII. Senior managers and core employees set up special asset management plans to participate in strategic placement twenty
8、 Strategic placement of this offering Section IV stock issuance twenty-two
1、 Number of IPO shares twenty-two
2、 Issue price twenty-two
3、 Par value per share twenty-two
4、 Issue P / E ratio twenty-two
5、 Issue price to book ratio twenty-two
6、 Issuance method and subscription twenty-three
7、 The total amount of funds raised and the verification of funds in place by Certified Public Accountants twenty-three
8、 Total and detailed composition of issuance expenses twenty-three
9、 Net raised funds twenty-four
10、 Net assets per share after issuance twenty-four
11、 Earnings per share after issuance twenty-four
12、 Over allotment rights Section V Financial and accounting data 25 section VI other important matters twenty-six
1、 Arrangements for special account storage of raised funds and supervision agreement of raised funds twenty-six
2、 Other matters Section 7 listing recommendation institutions and their opinions twenty-eight
1、 Recommendation of the sponsor twenty-eight
2、 Relevant information of the sponsor twenty-eight
3、 Provide details of the sponsor representative who continues to supervise the work Section VIII important commitments I. the restricted sale arrangement of shares held by shareholders before this offering, voluntary lock-in of shares and extension of lock-in period to
And shareholders' shareholding and reduction intention and other commitments thirty
2、 Measures and commitments to stabilize the stock price thirty-three
3、 Measures and commitments for share repurchase and share repurchase thirty-eight
4、 Commitment to share repurchase and share repurchase for fraudulent issuance and listing thirty-eight
5、 Measures and commitments to fill diluted immediate returns thirty-eight
6、 Commitment to profit distribution policy forty-one
7、 Commitment to assume liability according to law forty-three
8、 Binding measures for failure to fulfill commitments forty-five
9、 Commitment on information disclosure of the company's shareholders forty-seven
10、 There are no other major issues that affect the issuance and listing and the judgment of investors 47 Xi. Binding measures of the recommendation institution and the issuer's lawyer on the contents of the public commitment and failure to fulfill the commitment
Shi's opinion forty-seven
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law.
The opinions of Shenzhen Stock Exchange and relevant government authorities on the listing of the company's shares and related matters do not indicate any guarantee to the company.
The company reminds investors to carefully read the information published on cninfo (www.cn. Info. Com. CN.) The contents of the "risk factors" chapter of the company's prospectus should pay attention to risks, make prudent decisions and make rational investment. The company reminds the majority of investors to pay attention to the relevant contents not involved in this listing announcement. Please refer to the full text of the company's prospectus. 2、 Special tips on investment risks at the initial stage of IPO
The company's shares will be listed on the growth enterprise market of Shenzhen Stock Exchange, which has high investment risk. GEM companies have the characteristics of unstable performance, high operation risk and high delisting risk, and investors are facing greater market risk. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry to which the shares belong is "C35 special equipment manufacturing industry". As of January 12 (T-3) 2022, the average static P / E ratio of the industry released by China Securities Index Co., Ltd. in the latest month is 42.20 times. The issuance price of 50.31 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting extraordinary profits and losses in 2020, which is 83.85 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on January 12, 2022 (T-3), with an excess range of 98.70%; It is 53.11 times higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020, and the excess range is 57.88%.
As of January 12, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
In 2020, deduct the static securities code corresponding to the stock deducted on T-3 in 2020. The securities are referred to as non front EPS and non back EPS. The closing price (yuan / state p / E ratio - deducted P / E ratio - deducted (yuan / share) (yuan / share) is not front (2020A) and not back (2020A)
603987.SH Shanghai Kindly Enterprises Development Group Co.Ltd(603987) 0.4592 0.4187 23.30 50.74 55.65
300453.SZ Jiangxi Sanxin Medtec Co.Ltd(300453) 0.2934 0.2565 12.97 44.20 50.57
Mean 47.47 53.11
Data source: wind information, data as of January 12, 2022.
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 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 50.31 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 83.85 times higher than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd., with an excess of 98.70%; Higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020, with an excess range of 57.88%. 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 pay full attention to the risk factors contained in the pricing marketization, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, avoid blind speculation, carefully study and judge the rationality of the issue pricing, and make rational investment decisions. The company's shares will be listed on the gem of Shenzhen Stock Exchange on January 26, 2022. The company specially reminds investors to fully understand the investment risks in the initial stage of IPO (hereinafter referred to as "new shares") and rationally participate in the trading of new shares. Investment risks include but are not limited to the following:
1. Stock trading risk caused by the relaxation of price limit
The competitive trading of GEM stocks is subject to a wide range of rise and fall limits. For stocks that are IPO and listed on the gem, there is no rise and fall limit in the first five trading days after listing, and then the rise and fall limit is 20%. On the first day of the listing of new shares on the main board of Shenzhen Stock Exchange, the increase limit was 44%, the decrease limit ratio was 36%, and then the increase and decrease limit was 10%. The gem further relaxed the limit on the rise and fall of stocks in the initial stage of listing, and increased the trading risk.
2. Risk of a small number of circulating shares
At the initial stage of listing, the lock-in period of directional placement of strategic investors (hereinafter referred to as "strategic placement") is 12 months, the lock-in period of original shareholders is 12 to 36 months, and the lock-in period of online lower limit share sale is 6 months. The total share capital of the company after the issuance is 94035122 shares, of which the number of non tradable shares in the initial stage of the IPO is 22295641 shares, accounting for 23.71% of the total share capital after the issuance. At the initial stage of listing, the number of circulating shares is small, and there is a risk of insufficient liquidity.
3. The risk that can be regarded as the subject matter of margin trading on the first day of listing
GEM stocks can be used as the subject of margin trading on the first day of listing, which may produce certain price fluctuation risk, market risk, margin call risk and liquidity risk. Price fluctuation risk refers to that margin trading will aggravate the price fluctuation of the underlying stock; Market risk refers to that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the change of the original stock price, but also the risks caused by the change of the stock price of new investment, and pay the corresponding interest; Margin call risk means that investors need to monitor the level of guarantee ratio in the whole process of trading to ensure that it is not lower than the maintenance margin ratio required by margin trading; Liquidity risk refers to that when the price of the underlying stock fluctuates violently, the financed purchase of securities or the repayment of securities, the sale of securities or the repayment of securities may be blocked, resulting in greater liquidity risk.
4. This offering may have the risk of falling below the offering price after listing
Investors should pay full attention to the risk factors contained in the pricing marketization, know 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 recommendation institutions (lead underwriters) can not guarantee that the stock will not fall below the issue price after listing. 3、 Special risk tips
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of the section "section IV Risk Factors" of the company's prospectus, and pay special attention to the following risk factors: (I) customer concentration risk
The company is mainly engaged in the R & D, production and sales of injection puncture instruments and laboratory consumables. Its main customers include international well-known medical enterprises such as Neogen, MEDLINE, Thermo Fisher and McKesson. The high-quality customer base ensures the stability and sustainability of the company's sales performance, and also makes customers more concentrated. In the past three years and the first period, the sales revenue of the company to the top five customers was 109.0857 million yuan, 133.1874 million yuan, 336.8875 million yuan and 144.9838 million yuan respectively, accounting for 76.07%, 73.45%, 66.71% and 72.44% of the current operating revenue respectively. In 2020, the company increased the sales revenue of mask business. After excluding the revenue of mask business, the sales revenue of the company's top five customers was 186.4281 million yuan, accounting for 74.70% of the corresponding operating revenue.
In the future, if the operating conditions of the company's main customers are abnormal, or there are significant changes in procurement demand, it will have an adverse impact on the company's product sales, thus affecting the stability of the company's operating performance.
(II) export business risks caused by Sino US trade frictions
The United States is the world
