Aoki Digital Technology Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM
Sponsor (lead underwriter): China Industrial Securities Co.Ltd(601377)
The application of Aoki Digital Technology Co., Ltd. (hereinafter referred to as “Aoki shares” or “issuer”) for initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as “this offering”) has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 202).
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
After negotiation between the issuer and the sponsor (lead underwriter), the number of shares issued this time is 166666700, all of which are new shares issued to the public, and the issuer’s shareholders will not transfer their 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 the attention of investors to the following contents:
1. This offering is conducted by a combination of targeted placement to strategic investors, offline inquiry placement to qualified offline investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement of this offering shall be organized and implemented by the sponsor (lead underwriter); The preliminary inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline issuance electronic platform of Shenzhen Stock Exchange and the registration and settlement platform of China Clearing Shenzhen Branch; Online issuance is carried out through the trading system of Shenzhen Stock Exchange.
2. 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.
3. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of Aoki Digital Technology Co., Ltd. initial public offering of shares and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results that do not meet the quotation requirements of investors, Eliminate all placing objects whose proposed purchase price is higher than 72.27 yuan / share (including 72.27 yuan / share); The proposed subscription price is 72.27 yuan / share, and all placing objects with the proposed subscription quantity of less than 4.5 million shares (including 4.5 million shares) are eliminated; Among the placing objects with the proposed purchase price of 72.27 yuan / share, the proposed purchase quantity is equal to 4.5 million shares, and the system submission time is 14:55:50:693 on February 25, 2022, one placing object is removed from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. The total number of shares to be purchased excluded above is 451.3 million, accounting for 1.0094% of the total number of 447094 million shares to be purchased after excluding invalid quotation 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 recommendation institution (lead underwriter) comprehensively consider the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risks and other factors, and negotiate to determine the issuance price of 63.10 yuan / share. The offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 2, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. 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. 5. The issue price is 63.10 yuan / share, and the corresponding P / E ratio is:
(1) 25.68 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) 25.51 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) 34.25 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 this issuance);
(4) 34.01 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 after this issuance). 6. The issue price is 63.10 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of Aoki Co., Ltd. is “I information transmission, software and information technology services”, which specifically belongs to “i64 Internet and related services” in “I information transmission, software and information technology services”. As of February 25, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 20.56 times.
(2) As of February 25, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
T-3 stock in 2020 minus the corresponding static market in 2020 the corresponding static market securities are abbreviated as securities code closing price non front EPS non back EPS earnings ratio minus non front earnings ratio minus non back (yuan / share) (yuan / share) (yuan / share) (2020) (2020)
Baozun e-commerce bzun O 70.81 1.9624 – 36.08 –
Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) . SH 20.35 0.8444 0.7687 24.10 26.47
Hangzhou Onechance Tech Corp(300792) Hangzhou Onechance Tech Corp(300792) . SZ 39.19 1.2991 1.1906 30.17 32.92
Guangzhou Ruoyuchen Technology Co.Ltd(003010) Guangzhou Ruoyuchen Technology Co.Ltd(003010) . SZ 18.61 0.7273 0.6661 25.59 27.94
Shanghai Kaytune Industrial Co.Ltd(301001) Shanghai Kaytune Industrial Co.Ltd(301001) . SZ 29.23 1.0576 0.9751 27.64 29.98
Average 26.87 29.33
Data source: wind, annual report of listed companies
Note: ① if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding;
② As a U.S. stock, baozun e-commerce has different valuation systems, so it is excluded when calculating the arithmetic average value of P / E ratio of comparable companies;
③ The closing price of baozun e-commerce T-3 was US $11.21, which was converted into RMB 70.81 according to the exchange rate on February 25, 2022, that is, US $1 = RMB 6.3164;
④ EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to parent company before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 day;
⑤ Corresponding static P / E ratio before / after deduction (2020) = T-3 closing price / EPS before / after deduction in 2020.
The issuance price of 63.10 yuan / share corresponds to the issuer’s diluted P / E ratio of net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2020, which is 34.25 times higher than the average static P / E ratio of comparable listed companies after deducting non recurring profits and losses in 2020, with an excess range of 16.77%.
Compared with comparable companies, Aoki has the following advantages: ① the compound annual growth rate of operating revenue and net profit attributable to parent company in 20182020 is faster than that of comparable companies. The compound annual growth rates of baozun e-commerce, Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) , Hangzhou Onechance Tech Corp(300792) , Guangzhou Ruoyuchen Technology Co.Ltd(003010) , Shanghai Kaytune Industrial Co.Ltd(301001) and Aoki in 20182020 are 24.59%, 12.80%, 13.23%, 10.45%, 8.85% and 45.71% respectively, From 2018 to 2020, the compound annual growth rate of net profit attributable to the parent company was 25.68%, 16.00%, 38.08%, 7.01%, 10.00% and 69.29% respectively; ② The company has set up an omni-channel IT system, electronic operation in the whole process, and refined crowd operation in combination with consumer data. According to the disclosure of the prospectus of Aoki, the number of software copyrights of the company is more than Hangzhou Onechance Tech Corp(300792) , Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) , Guangzhou Ruoyuchen Technology Co.Ltd(003010) , Shanghai Kaytune Industrial Co.Ltd(301001) . The software copyrights of the company include “data mill”, “Aoki OMS”, “Aoki Xiaobai” and other systems, Be able to provide more professional and efficient overall solutions for brands; ③ The company is the first service provider with both tmall six star qualification and tmall international Purple Star qualification, both of which are the highest level of tmall platform, and won the “tmall six star service provider” and “tmall international purple star service provider” in 2021.
The issuance price of 63.10 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 34.25 times higher than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on February 25, 2022 (T-3); Higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020. 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 attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(3) After the price of this offering is determined, 309 investors have submitted valid quotations for this offline offering, and the number of placement objects managed is 6829, accounting for about 69.83% of the total number of placement objects after excluding invalid quotations; The total number of effective proposed subscriptions is 298469 million shares, accounting for about 66.76% of the total number of subscriptions after excluding invalid quotations, which is about 269295 times the initial offline issuance scale before the callback mechanism is launched.
(4) Draw investors’ attention to the difference between the issue price and the offline investors’ quotation, For details of offline investors’ quotation, please refer to the announcement of Aoki Digital Technology Co., Ltd. on initial public offering and listing on GEM (hereinafter referred to as the “issuance announcement”) published in China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day.
(5) The fund-raising demand amount disclosed in the letter of intent of Aoki Digital Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “letter of intent”) is 639.8 million yuan. The offering price is 63.10 yuan / share, and the corresponding financing scale is 105166668770 yuan, which is higher than the above-mentioned fund-raising demand amount.
(6) 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 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 (630856 yuan / share). 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 suggested not to participate in this issue.
(7) 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. 7. If the issuance is successful, the total amount of funds raised by the issuer is expected to be 105166668770 yuan. After deducting the estimated issuance expenses of about 10031647115 yuan (excluding value-added tax), the net amount of funds raised is expected to be about 95135021655 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 issuing price of this offering exceeds 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 and other provisions, whichever is lower, the excess range is about 0.0228%. According to item (IV) of Article 39 of the business implementation rules, the relevant subsidiaries of the recommendation institution shall participate in the strategic placement.
The initial number of strategic allotments issued in this offering was 833333 shares, accounting for 5.00% of this offering. The subscription funds promised by the strategic placement investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.
According to the issuance price of 63.10 yuan / share determined through negotiation between the issuer and the recommendation institution (lead underwriter), the scale of this issuance is 1.052 billion yuan. According to the detailed rules for the implementation of business, “if the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment proportion is 4%, but not more than 60 million yuan”
