Aoki Digital Technology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): China Industrial Securities Co.Ltd(601377)
hot tip
Qingmu Digital Technology Co., Ltd. (hereinafter referred to as “Qingmu shares”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “administrative measures”), the measures for the administration of the registration of shares in the initial public offering of gem (for Trial Implementation) (CSRC order [No. 167]) 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”), detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules for the implementation of business”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”), detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”) Code for underwriting of initial public offering securities under the registration system (zxsf [2021] No. 213), rules for placement of initial public offering shares (zxsf [2018] No. 142) The rules for the administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) (hereinafter referred to as the “rules for the administration of offline investors”) and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offerings and listing on the gem.
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ,” sponsor (lead underwriter) “or” lead underwriter “) serves as the sponsor (lead underwriter) of this offering.
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 issuance pricing, Make investment decisions rationally.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc. the specific contents are as follows:
1. This issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) 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-Shares and non restricted depositary receipts 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 and the registration and settlement platform of China Clearing Shenzhen Branch. Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance. The online issuance is carried out through the trading system of Shenzhen Stock Exchange and is carried out by applying for purchase according to market value and pricing the issuance from public investors. Online investors are requested to carefully read this announcement and the implementation rules for online issuance.
2. 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, By consensus, all placing objects whose proposed purchase price is higher than 72.27 yuan / share (excluding 72.27 yuan / share) will be eliminated; All placing objects with the proposed purchase price of 72.27 yuan / share and the proposed purchase quantity of less than 4.5 million shares shall be 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.
A total of 138 placing objects were excluded in the above process, and the total number of shares to be purchased was 451.3 million, accounting for about 1.0094% of the total number of 447094 million shares to be purchased after excluding the quotation of unqualified investors in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked “high price elimination” in the attached table “statistical table of investor quotation information” for the specific elimination.
3. 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.
4. Strategic placement:
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, is 630856 yuan / share, with an excess range of 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 business implementation rules, “the proportion of follow-up investment is 4%, but not more than 60 million yuan, if the issuance scale is more than 1 billion yuan and less than 2 billion yuan”. The final number of strategic placement shares of Xingzheng Investment Management Co., Ltd. (hereinafter referred to as “Xingzheng investment”), a subsidiary of the sponsor, is 666666 shares, accounting for 4% of the number of shares issued this time.
The initial strategic placement number of this issuance was 833333 shares, accounting for 5.00% of this issuance. The final strategic placement is 666666 shares, accounting for about 4% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement is 166667 shares, which will be transferred back to offline issuance.
5. 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.
In terms of strategic placement, the relevant subsidiaries of the sponsor participated in the strategic placement, and the restricted period of the allocated shares is 24 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
6. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
7. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on March 2, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors. 8. Offline investors shall, in accordance with the announcement of offline preliminary placement results of Aoki Digital Technology Co., Ltd. initial public offering and listing on GEM (hereinafter referred to as the announcement of offline preliminary placement results), according to the finally determined issuance price and preliminary placement quantity before 16:00 on March 4 (T + 2) 2022, Pay the subscription funds for new shares in full and on time.
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-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all 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 subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of Aoki Digital Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account has sufficient capital for subscription of new shares on March 4 (T + 2) 2022, 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 transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
9. 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.
10. If the offline investor who provides effective quotation fails to participate in the subscription or the offline investor who obtains the preliminary placement fails 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 in the stock markets of Shenzhen Stock Exchange, Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”) is 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 the initial equity projects of various sectors of Shenzhen Stock Exchange, Shanghai Stock Exchange and Beijing stock exchange.
If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they 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. 11. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on the investment risk of Aoki Digital Technology Co., Ltd. in its initial public offering and listing on the gem published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily on March 1, 2022 (t-1), fully understand the market risk and prudently participate in this new share offering.
Valuation and investment risk tips
1. 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 of listed companies (revised in 2012) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the industry of Qingmu Co., Ltd. is “Internet and related services (i64)”. As of February 25, 2022, The static average p / E ratio of Internet and related services (i64) released by China Securities Index Co., Ltd. in the latest month is 20.56 times. Please refer to it when making decisions.
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
