Stock abbreviation: Aojie Technology Stock Code: 688220 Aojie Technology Co., Ltd
ASR Microelectronics Co., Ltd.
(floor 8, nominal Floor 9, building 10, No. 399, Keyuan Road, China (Shanghai) pilot Free Trade Zone)
Initial public offering
Listing announcement of science and Technology Innovation Board
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
January 13, 2022
hot tip
The shares of Aojie Technology Co., Ltd. (hereinafter referred to as "Aojie technology", "issuer", "company" and "the company") will be listed on the science and Innovation Board of Shanghai Stock Exchange on January 14, 2022.
The company reminds investors to fully understand the stock market risks 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.
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee that the information disclosed in the listing announcement is true, accurate and complete, 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 Shanghai 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 and publish on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The contents of the "risk factors" chapter of the company's prospectus, pay attention to risks, make prudent decisions and make rational investment.
The company reminds the majority of investors that investors are invited to refer to the full text of the company's prospectus for relevant contents not involved in this listing announcement.
Unless otherwise specified, the abbreviations or terms in this listing announcement shall have the same meanings as those in the prospectus of the company's initial public offering of shares. 2、 Risk tips
The company reminds investors to pay attention to the investment risk at the initial stage of IPO (hereinafter referred to as "new shares"), and reminds investors to fully understand the trading risk and rationally participate in the trading of new shares, as follows: (I) the stock trading risk caused by the relaxation of price limit
On the first day of listing of new shares on the main board of Shanghai Stock Exchange and Shenzhen Stock Exchange, the increase limit ratio is 44%, the decrease limit ratio is 36%, and the increase and decrease limit ratio from the next trading day is 10%.
According to the special provisions on stock trading on the science and Innovation Board of Shanghai Stock Exchange, the proportion of rise and fall of competitive trading of shares on the science and innovation board is 20%, and there is no limit on price rise and fall in the first five trading days after the IPO. There is a more severe risk of stock price fluctuation on the Kechuang board than that on the main board of Shanghai Stock Exchange and Shenzhen Stock Exchange.
(II) risk of a small number of circulating shares
At the initial stage of listing, the share lock period of the original shareholders is 12 to 36 months, the follow-up lock period of the sponsor is 24 months, and the lock period of the online lower limit share sale is 6 months. The total share capital of the company after issuance is 418300889 shares, of which the number of non tradable shares in the initial stage of this IPO is 33547359 shares, accounting for 8.02% of the total share capital after this issuance. At the initial stage of listing, the number of circulating shares is small, and there is a risk of insufficient liquidity. (III) the market sales rate is higher than the average level of the same industry
The company's industry is computer, communication and other electronic equipment manufacturing (C39). As of December 29, 2021 (T-3), the level of market sales ratio of A-share listed companies with business and business model similar to that of the issuer is as follows:
Securities abbreviation securities code market value of the company (RMB 100 million) 2020 operating income (RMB 100 million) corresponds to static market sales rate
(yuan)
Espressif Systems (Shanghai) Co.Ltd(688018) 688018. SH 141.98 8.31 17.08
3Peak Incorporated(688536) 688536. SH 622.63 5.66 109.91
Cambricon Technologies Corporation Limited(688256) 688256. SH 359.97 4.59 78.44
Montage Technology Co.Ltd(688008) 688008. SH 889.21 18.24 48.76
Maxscend Microelectronics Company Limited(300782) 300782. SZ 1,112.76 27.92 39.85
Sg Micro Corp(300661) 300661. SZ 736.27 11.97 61.53
Comparable companies - 12.78 59.26 average
Aojie technology 688220 SH 688.27 10.81 63.67
Data source: wind information, data 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 issuer's issuance price of RMB 164.54/share is about RMB 68.827 billion, the operating revenue of Aojie technology in 2020 is RMB 1080958100, and the market sales rate corresponding to the issuance price is 63.67 times, which is higher than the average of comparable companies in 2020. There is a risk that the decline of the company's share price will bring losses to investors in the future.
(IV) risk that can be regarded as the subject matter of margin trading on the first day of stock listing
On the first day of listing, the shares on the science and innovation board can be used as the subject of margin trading, which may produce certain price fluctuation risk, market risk, margin call risk and liquidity risk. Price fluctuation risk means that margin trading will aggravate the price fluctuation of the underlying stock; Market risk means that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the changes in the original stock price, but also the risks caused by the changes in the stock price of new investment, and pay corresponding interest; Margin increase risk means that investors need to monitor the guarantee ratio level throughout the transaction process 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. 3、 Special risk tips
The following "reporting period" refers to 2018, 2019, 2020 and January June 2021.
(I) risk of continuous loss
1. The risk that the company may not be profitable or unable to distribute profits in the short term in the future
As the cellular communication in which the company is located is a typical field with high R & D investment, it needs large R & D investment in the early stage to realize the commercialization of products. The company was established in 2015, and the establishment time is still short. It needs large R & D investment to ensure the accumulation of technology and product development, so it is in a state of loss. During the reporting period, the net profits attributable to the common shareholders of the parent company were -537442200 yuan, - 583548600 yuan, - 2326529800 yuan and -371542100 yuan respectively. After deducting non recurring profits and losses, the net profits attributable to the common shareholders of the parent company were -538443500 yuan, - 592714800 yuan, - 57237300 yuan and -352058200 yuan respectively. As of June 30, 2021, The accumulated undistributed profit in the consolidated statements of the company is -3049460600 yuan. As of the signing date of this listing announcement, the company has not made a profit and has accumulated outstanding losses. If the scale effect of the company's operation cannot be fully reflected, the company may not be profitable or profit distribution in the short term in the future. It is expected that after the initial public offering and listing, the company will not be able to pay cash dividends in the short term.
2. The company may be restricted or negatively affected in terms of capital status, R & D investment, business development, talent introduction, team stability, etc
During the reporting period, the company's working capital depended on external financing. If the company is unable to make profits to maintain sufficient working capital in a certain period in the future, it may cause the company's R & D projects to be postponed, reduced or cancelled, which will have a significant adverse impact on the company's business.
IC design industry is a typical technology and capital intensive industry, which has the characteristics of high capital investment and high R & D risk. With the improvement of manufacturing process standards for new products, as one of the important processes of integrated circuit design, the cost of streaming is also rising sharply. During the reporting period, the net cash flow generated from the company's operating activities was -427.9302 million yuan, -542.2991 million yuan, -557.5123 million yuan and -45.2181 million yuan respectively. If the net cash flow generated from operating activities cannot be improved, the company may not be able to perform its obligations to suppliers or partners in time, and the company's business prospects The financial condition and operating performance have a significant adverse impact.
The pressure on the company's capital situation will affect the payment and growth of the company's employees' salary, thus affecting the company's future talent introduction and the stability of the existing team, may hinder the realization of the company's R & D and commercialization objectives, and reduce the company's ability to implement business strategy.
3. When the limited liability company is changed into a joint stock limited company as a whole, the issuer has the risk of accumulated unrecovered losses
The benchmark date of the company's share reform is April 30, 2020, and the amount of undistributed profits on the benchmark date of the share reform is -2066337700 yuan. The accumulated losses before the share reform are mainly due to the operating losses caused by the large R & D expenses invested in product R & D in the early stage of the company's development. In the future, there is a risk that the company's products at this stage will be replaced and new products will not be recognized by the market, resulting in the failure to fully realize the industrialization of the core technology accumulated by the company for many years, and there is a risk of continuous loss in the short term after listing.
4. Risk of large share based payment
During the reporting period, the company's non recurring profits and losses were rmb1001200, rmb9166200, - 1754156800 and -19483900 respectively. The company is a talent intensive enterprise, and talent is the core element of the company's operation. In order to motivate employees, the company has implemented an employee stock ownership plan. In 2020, a large one-time equity settled share based payment fee of RMB - 1766647000 was confirmed. There is a risk that this incentive can not effectively improve the company's technology accumulation and accelerate technology industrialization, and can not achieve the company's revenue growth and profit objectives.
5. Risk of triggering delisting risk warning and even delisting conditions
According to the Listing Rules of Shanghai Stock Exchange's Kechuang board: "12.4.2 in case of any of the following circumstances, the bourse shall implement delisting risk warning for its shares: (I) the audited net profit (including retroactive restatement) before or after deducting non recurring profits and losses in the latest fiscal year is negative, and the audited operating income in the latest fiscal year is negative (including retroactive restatement) less than 100 million yuan; (II) the audited net assets (including retroactive restatement) in the latest fiscal year are negative ".
During the reporting period, the company realized operating revenue of RMB 115.3911 million, RMB 397.9416 million, RMB 1080.9581 million and RMB 879.4586 million respectively, but it has not yet realized profit. The company's wireless communication chip design industry has high technical threshold, large R & D investment, and the R & D expenses continue to remain at a high level. During the reporting period, the R & D expenses of the company were 524396800 yuan, 596772000 yuan, 2111168800 yuan and 456170300 yuan respectively, including 1364293300 yuan of share payment in 2020. The compound annual growth rate of the company's operating revenue from 2018 to 2020 reached 206.07%. According to the company's preliminary calculation, if the company's revenue growth rate in 2022 exceeds 50%, the proportion of period expenses in revenue is about 29%, and the gross profit margin gradually increases to about 27%, the company is expected to achieve a small profit in 2022. The above calculation does not constitute a profit forecast or performance commitment. In addition, the company will continue to invest in large-scale R & D in the next few years. If the industry development is lower than expected, the gross profit margin cannot be improved due to industry competition, the supplier's production capacity cannot meet the company's needs, the company's customer development is unfavorable, and the company fails to launch competitive new products in time, the company's revenue growth may be lower than expected, The unprofitable state of the company may persist after listing. In extreme cases, it is not ruled out that the company's operating revenue will decline sharply and continue to suffer losses in the future, which will trigger delisting risk warning conditions or even trigger delisting conditions.
(II) market competition risk
In the 4G era, a number of semiconductor and chip manufacturers have entered the baseband chip market. However, due to the gradual trend of the baseband market towards oligarchy and self-development, the industry competition is fierce
