Aoki Digital Technology Co., Ltd
Prompt announcement of initial public offering and listing on GEM
Sponsor (lead underwriter): China Industrial Securities Co.Ltd(601377)
Qingmu Digital Technology Co., Ltd. (hereinafter referred to as the "issuer", "Qingmu shares" or "company") has applied for initial public offering of shares and listing on the gem, which has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange"), It has been approved for registration by China Securities Regulatory Commission (zjxk [2022] No. 202). The letter of intent of Aoki Digital Technology Co., Ltd. for initial public offering and listing on the gem and its annexes are disclosed on the website designated by the China Securities Regulatory Commission (cninfo, www.cn. Info. Com. CN; CSI, www.cs. Com. CN; China Securities, www.cn. Stock. Com; securities times, www.stcn. Com; Securities Daily, www.zqrb. CN.), It shall be kept at the domicile of the issuer, Shenzhen Stock Exchange and the recommendation institution (lead underwriter) China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "recommendation institution (lead underwriter)") for public inspection.
Investors are kindly requested to pay attention to the issuance process, online and offline subscription and payment, disposal of share abandonment, etc., and carefully read the preliminary inquiry and promotion announcement of Aoki Digital Technology Co., Ltd. on initial public offering and listing on GEM published today (hereinafter referred to as the "preliminary inquiry and promotion announcement"). The details are as follows:
1. The offline issuance and Subscription Date and online subscription date are March 2, 2022 (t day), of 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. Investors do not need to pay subscription funds when making online and offline subscription on March 2, 2022 (t day).
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors must register and submit verification materials before 12:00 on February 24, 2022 (T-4) according to relevant requirements. When registering and submitting verification materials, please log in to China Industrial Securities Co.Ltd(601377) investor platform (website: https://ipo.xyzq.cn. ）。
3. This offering is conducted by a combination of directional placement to strategic investors (if any), 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 market value in Shenzhen market (hereinafter referred to as "online Issuance").
This offering does not arrange strategic placement to other external investors. For example, the offering price exceeds the median and weighted average of offline investors' quotation after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as "public fund") and the National Social Security Fund (hereinafter referred to as "social security fund") established through public offering after excluding the highest quotation The lower of the median quotation and weighted average of the basic endowment insurance fund (hereinafter referred to as "pension"), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as "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, Relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with relevant regulations.
The issuer and the recommendation institution (lead underwriter) will disclose the total amount of shares allotted to strategic investors, the number of subscriptions, the proportion in the number of shares issued this time and the holding period in the announcement of Aoki Digital Technology Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the "issuance announcement").
4. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through the offline preliminary inquiry, and the offline cumulative bidding inquiry will not be conducted.
5. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
6. Preliminary inquiry: the time of this preliminary inquiry is 9:30 ~ 15:00 on February 25, 2022 (T-3). Within the above-mentioned time, qualified offline investors can fill in and submit the proposed purchase price and the proposed purchase quantity for the placing objects managed by them through the offline issuance electronic platform of Shenzhen Stock Exchange.
Before this preliminary inquiry, offline investors shall submit the pricing basis and the suggested price or price range given in the internal research report through the offline issuance electronic platform of Shenzhen Stock Exchange. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in this inquiry.
Investors participating in the offline inquiry of gem can fill in different quotations for multiple placing objects under their management. Each offline investor can fill in up to 3 quotations, and the highest quotation shall not be higher than 120% of the lowest quotation. The quotation of offline investors and their managed placing objects shall include the price per share and the number of shares to be purchased corresponding to the price. There can only be one quotation for the same placing object. Once the relevant declaration is submitted, it shall not be revoked in its entirety. If the quotation needs to be adjusted due to special reasons, the quotation decision-making procedure shall be performed again, and the logical calculation basis of the reason for price change and the range of price change shall be filled in on the offline issuance electronic platform of Shenzhen Stock Exchange, as well as whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and the relevant materials shall be archived for future reference.
The minimum change unit of the declared price of offline investors is 0.01 yuan. In the preliminary inquiry stage, the minimum number of offline placement objects to be purchased is set as 500000 shares, and the minimum change unit of the number of offline placement objects to be purchased is set as 100000 shares, that is, the part where the number of offline placement objects designated by offline investors exceeds 500000 shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 5.5 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 5.5 million shares, accounting for about 49.62% of the initial offline issuance. Offline investors and their managed placing objects shall strictly comply with the regulatory requirements of the industry, strengthen risk control and compliance management, and carefully and reasonably determine the purchase price and quantity. When participating in the preliminary inquiry, please pay special attention to whether the subscription amount corresponding to the declared price and the proposed subscription quantity exceeds the asset scale or capital scale of February 18, 2022 (T-8) provided to the sponsor (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. If the recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale in the asset certification materials submitted to the recommendation institution (lead underwriter), the subscription of the placing object is invalid.
Investors participating in the offline inquiry of Qingmu shares shall submit the asset certification materials through the China Industrial Securities Co.Ltd(601377) investor platform (website: https://ipo.xyzq.cn. ）Submit to the sponsor (lead underwriter).
If the investor refuses to cooperate in the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude its participation in the offline issuance prohibited by laws, regulations and normative documents, the issuer and the recommendation institution (lead underwriter) will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It shall be disclosed in the issuance announcement. If offline investors participate in the offline issuance of new shares in violation of regulations, they shall bear all the responsibilities arising therefrom.
Special tip 1: in order to promote the prudent quotation of offline investors, the Shenzhen Stock Exchange has added the pricing basis verification function on the offline issuance electronic platform. Offline investors are required to operate according to the following requirements:
Offline investors need to display "the preliminary inquiry of Aoki shares has been started (to be started)" on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. of the day of the preliminary inquiry through the offline issuance electronic platform（ https://eipo.szse.cn. ）Submit the pricing basis and fill in the suggested price or price range. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in the inquiry.
Offline investors shall quote according to the recommended price or price range given in the internal research report. In principle, they shall not exceed the recommended price range in the research report.
Special tip 2: offline investors must truthfully submit the proof materials of asset scale or capital scale, and strictly comply with the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placement object submitted to the sponsor (lead underwriter) and the corresponding asset scale or capital scale in the detailed list of asset scale of the placement object, Ensure that the total asset data filled in the list of asset scale of the placing object shall be consistent with the amount in the asset scale certification materials submitted. The data of asset scale or capital scale shall be subject to the fifth working day before the preliminary inquiry date (February 18, 2022, T-8).
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale certification materials uploaded on the China Industrial Securities Co.Ltd(601377) investor platform and the corresponding asset scale or capital scale in the detailed list of asset scale of placement object filled in are consistent with the data submitted on the offline issuance electronic platform of Shenzhen Stock exchange; In case of inconsistency, the consequences shall be borne by offline investors.
Special tip 3: in order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on the gem, the Shenzhen Stock Exchange has added the asset scale verification function on the offline issuance electronic platform. Offline investors are required to operate according to the following requirements:
Before preliminary inquiry, investors must issue electronic platforms under the Shenzhen Stock Exchange（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of February 18, 2022 (T-8). The asset scale or capital scale filled in by the investor shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the sponsor (lead underwriter).
Investors shall strictly comply with the regulatory requirements of the industry and reasonably determine the purchase scale, and the purchase amount shall not exceed the corresponding asset scale or capital scale in the asset certification materials submitted to the sponsor (lead underwriter). 7. Provisions on the offline exclusion ratio: after the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall apply for the purchase price from small to large according to the proposed purchase quantity of the placing object, and for the same proposed purchase quantity at the same purchase price, according to the declaration time (the declaration time shall be subject to the records of the electronic platform of the issuing bank offline of Shenzhen Stock Exchange) from late to early For the same proposed purchase price, the same proposed purchase quantity and the same reporting time, the placement objects shall be sorted from the back to the front according to the order automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. The quotation of the placement objects with the highest quotation shall be excluded, and the excluded proposed purchase quantity shall not be less than 1% of the total proposed purchase quantity of qualified offline investors. When the lowest price of the highest declared price to be excluded is the same as the determined issue price, the subscription on this price will not be excluded. The excluded part shall not participate in offline subscription.
After determining the reasonable quotation of the proposed issuer, the number of the proposed underwriters and the effective price of the proposed issuer in the market, and excluding the reasonable quotation of the proposed underwriter, the number of the proposed underwriters and the remaining effective quotation of the issuer in the same industry, and the market demand of the proposed underwriters. The number of effective offline investors determined by the issuer and the recommendation institution (lead underwriter) in accordance with the above principles shall not be less than 10.
Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the recommendation institution (lead underwriter), which is not excluded as the highest quotation, and meets other conditions determined and announced in advance by the issuer and the recommendation institution (lead underwriter). Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The sponsor (lead underwriter) has hired Beijing Zhonglun (Shanghai) law firm to witness the whole process of this issuance and underwriting in real time, and will express clear opinions on the compliance and effectiveness of offline investor qualification, inquiry, pricing, placement, fund allocation, information disclosure and other relevant situations. 8. Remind investors to pay attention to investment risks: after the preliminary inquiry, if the issuance price determined by the issuer and the recommendation institution (lead underwriter) exceeds the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the public funds, social security funds, pensions The lower of the median or weighted average of the quoted prices of enterprise annuity funds and insurance funds, or the P / E ratio corresponding to the pricing of this offering is higher than the average p / E ratio of the secondary market of comparable listed companies in the same industry (the static average p / E ratio of the same industry in the latest month issued by China Securities Index Co., Ltd.), The issuer and the sponsor (lead underwriter) will issue the special announcement on the investment risk of Aoki Digital Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the "special announcement on investment risk") before online subscription, detailing the rationality of pricing and reminding investors to pay attention to investment risks.
9. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted 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, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
If the offering price exceeds 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, Xingzheng Investment Management Co., Ltd., the relevant subsidiary of the sponsor, will participate in the strategic placement of this issuance in accordance with relevant regulations. The restricted period of the allocated shares for this follow-up investment is 24 months, and the restricted period shall be calculated from the date of listing of the shares in this public offering on the Shenzhen Stock Exchange.
See "II. Strategic placement" in the preliminary inquiry and promotion announcement for the arrangement of the restricted period of strategic placement shares. 10. Market value requirements:
Offline investors: take the two trading days before the initial inquiry start date (February 23, 2022, T-5) as the base date to participate in the gem theme public funds and strategic placement operated in a closed manner
