Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
The application of Aojie Technology Co., Ltd. (hereinafter referred to as “Aojie technology”, “issuer” or “company”) for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the stock listing committee of the science and innovation board of Shanghai Stock Exchange, It has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2021] No. 3936).
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
In this offering, the online pricing issuance to the social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market and the offline inquiry and placement to qualified offline investors will be implemented through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and the offline subscription electronic platform on January 4 (T) 2022.
The issuer and the recommendation institution (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 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 Shanghai market (hereinafter referred to as “online issuance”).
The sponsor (lead underwriter) is responsible for organizing and implementing the strategic placement, preliminary inquiry and offline issuance of this offering. The strategic placement is made at Haitong Securities Company Limited(600837) ; The preliminary inquiry and offline issuance are through the offline subscription electronic platform of Shanghai Stock Exchange（ https://ipo.uap.sse.com..cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
In this offering, the selection of strategic placement investors is comprehensively determined as follow-up investment of relevant subsidiaries of the sponsor (the follow-up investment institution is Haitong innovation Securities Investment Co., Ltd.) and other strategic investors after considering the qualification of investors and market conditions, The types of other strategic investors are: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer, large insurance companies or their subordinate enterprises with long-term investment intention, national large investment funds or their subordinate enterprises.
2. The issuer and the recommendation institution (lead underwriter) directly determine the issuance price through preliminary inquiry from qualified offline investors, and offline bidding will not be conducted accumulatively.
3. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) reach an agreement through consultation in accordance with the exclusion rules agreed in the announcement on the issuance arrangement and preliminary inquiry of Aojie Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the announcement on the issuance arrangement and preliminary inquiry), Eliminate all placing objects whose proposed subscription price is higher than 243.18 yuan / share (excluding 243.18 yuan / share); Among the placing objects with a proposed subscription price of 243.18 yuan / share, all placing objects with a subscription quantity of less than 6 million shares are eliminated; For the placing objects with the proposed subscription price of 243.18 yuan / share, the subscription quantity of 6 million shares and the subscription time of 14:03:03.769 on December 29, 2021, two placing objects shall be eliminated from the back to the front according to the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 134 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 510 million shares, accounting for 1.0054% of the total number of 50727.6 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. Based on the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) negotiated and determined the offering price of 164.54 yuan / share by comprehensively considering the issuer’s fundamentals, the number of shares in the public offering, the issuer’s industry, the valuation level of comparable listed companies, market conditions, the demand for raised funds and underwriting risks, Cumulative bid inquiry will not be conducted for offline issuance.
Investors are requested to make online and offline subscription at this price on January 4, 2022 (t day), and there is no need to pay the subscription fund. The offline issuance and Subscription Date and the online subscription date are the same as January 4, 2022 (t day), in which 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. According to the measures for the administration of securities issuance and underwriting, if the issuer has not yet made a profit, it may not disclose the issuance P / E ratio and the relevant information compared with the P / E ratio of the same industry, and shall disclose the market sales ratio, P / B ratio and other valuation indicators reflecting the characteristics of the issuer’s industry. Therefore, the market sales rate that can reflect the characteristics of the issuer’s industry is selected as the valuation index.
The issue price is 164.54 yuan / share, and the corresponding market sales ratio is:
(1) 57.31 times (the income per share is calculated by dividing the operating income audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 63.67 times (the income per share is calculated by dividing the operating income audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after the issuance).
6. The issue price is 164.54 yuan / share. Investors are requested to judge the rationality of the issue price according to the following circumstances.
(1) The offering price is 164.54 yuan / share, which is lower than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as 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 and weighted average (hereinafter referred to as “four numbers”) of the remaining quotations of the social security fund (hereinafter referred to as “social security fund”) and the basic endowment insurance fund (hereinafter referred to as “pension”) managed by the social security fund investment manager is 164.5475 yuan.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. See the quotation of offline investors published on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) Announcement of Aojie Technology Co., Ltd. on initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance announcement”). (2) According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the company is computer, communication and other electronic equipment manufacturing (Industry Code “C39”). As of December 29, 2021 (T-3), the average static P / E ratio of computer, communication and other electronic equipment manufacturing industry (Industry Code “C39”) released by China Securities Index Co., Ltd. in the latest month is 49.88 times.
As of December 29, 2021 (T-3), the market sales rate of listed companies whose main business is similar to that of the issuer is as follows:
Securities code securities abbreviation market value of the company (RMB 100 million, corresponding to the static market sales rate in 2020) income (RMB 100 million) (Times)
688220.sh Aojie technology 688.272310.8163.67
Listing of comparable companies
688018.SH Espressif Systems (Shanghai) Co.Ltd(688018) 141.97768.312917.08
688536.SH 3Peak Incorporated(688536) 622.63025.6649109.91
688256.SH Cambricon Technologies Corporation Limited(688256) 359.97004.589378.44
688008.SH Montage Technology Co.Ltd(688008) 889.207118.236748.76
300782.SZ Maxscend Microelectronics Company Limited(300782) 1,112.758827.921539.85
300661.SZ Sg Micro Corp(300661) 736.266911.965561.53
688521.SH Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) 368.801715.061324.49
Average number of comparable companies 54.29
Data source: wind, as of December 29, 2021 (T-3)
Note: there may be mantissa difference in the calculation of market sales rate, which is caused by rounding;
The market value of the company corresponding to the issue price of RMB 164.54/share is RMB 68.827 billion, the operating revenue of Aojie technology in 2020 is RMB 1.081 billion, and the market sales rate corresponding to the issue price is 63.67 times, which is higher than the average of comparable companies in the same period. On the whole, the market sales rate of the company is higher than the average level of comparable companies in the same period, and 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 rationally.
(3) Investors are reminded that after the issuance price is determined, the number of investors who submitted effective quotations for the offline issuance is 284, the number of placement objects managed is 5769, and the total number of effective proposed subscriptions is 27153.2 million shares, which is 1014.25 times of the initial offline issuance scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of Aojie Technology Co., Ltd. and its listing on the science and innovation board is 2380 million yuan. The offering price is 164.54 yuan / share, and the corresponding financing scale is 688272800 yuan, which is higher than the above-mentioned fund-raising demand amount, The remaining funds after the actual net raised funds meet the needs of the raised investment project will be used for the working capital related to the company’s main business or used in accordance with the relevant provisions of the regulatory authority.
(5) 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 sponsor (lead underwriter) negotiate and determine the offering price according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, the issuer’s industry, market conditions, demand for raised funds, underwriting risk and other factors. 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.
(6) 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 sponsors (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 2380 million yuan for this raised investment project. Based on the issuance price of 164.54 yuan / share and the number of new shares issued of 41830089 shares, the total amount of funds raised by the issuer is expected to be 688272800 yuan, after deducting the issuance expenses of 336685400 yuan (excluding tax), the net amount of funds raised is expected to be 6546037400 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. Among the shares issued this time, the shares issued online have no circulation restrictions and restricted sales period arrangements, and can be circulated from the date when the shares issued this time are listed on the Shanghai Stock Exchange.
For offline issuance, public offering products, social security funds, pensions, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as “enterprise annuity funds”), insurance funds (hereinafter referred to as “insurance funds”) in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and funds of qualified foreign institutional investors, 10% of the final allocated account (rounded up) shall promise that the restricted period of the shares allocated this time is 6 months from the date of the issuer’s initial public offering and listing. The sales restriction period will be determined by lottery after offline investors complete their payment. The online lower limit auction number will be allocated according to the placing object, 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.
For the strategic placement, the restricted period of the shares allocated by the relevant subsidiaries of the sponsor is 24 months, and other strategic investors promise that the restricted period of the shares allocated this time is 12 months, which is calculated from the date when the shares publicly issued this time are listed 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 investors participating in the subscription according to the issue price plus the bank deposit interest for the same period.
12. Investors must pay attention to investment risks. When the following circumstances occur, the issuer
