Adopt Technology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
hot tip
According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry to which the shares belong is "C35 special equipment manufacturing industry". As of January 12 (T-3) 2022, the average static P / E ratio of the industry released by China Securities Index Co., Ltd. in the latest month is 42.20 times. The issuance price of 50.31 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting extraordinary profits and losses in 2020, which is 83.85 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on January 12 (T-3) 2022, with an excess of 98.70%; It is 53.11 times higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020, and the excess range is 57.88%.
The issuer and the recommendation institution (lead underwriter) remind investors to pay full attention to the risk factors contained in the marketization of pricing, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, avoid blind speculation, carefully study and judge the rationality of issue pricing, and make rational investment decisions. Adoptive Technology Co., Ltd. (hereinafter referred to as "adoptive 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") issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") Measures for the administration of the registration of initial public offerings on the 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"), Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") promulgated the detailed rules for the implementation of the issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as "detailed rules for the implementation of initial public offering") Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "detailed rules for the implementation of online IPO") and detailed rules for the implementation of offline IPO in Shenzhen market (SZS [2020] No. 483, hereinafter referred to as "detailed rules for the implementation of offline IPO"), The China Securities Association (hereinafter referred to as the "Securities Association") promulgated the code for underwriting initial public offerings under the registration system (zsxf [2021] No. 213), the detailed rules for the administration of offline investors in initial public offerings (zsxf [2018] No. 142) Organize the implementation of the rules for the administration of offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212) and other relevant provisions. 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.
The initial inquiry and offline subscription of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as "offline issuance electronic platform") and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "China Clearing Shenzhen Branch"). Investors are invited to carefully read this announcement. For details of preliminary inquiry and offline subscription, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) The published rules for the implementation of offline issuance and other relevant provisions. 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 issue pricing, Make rational investment decisions.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment, etc., as follows:
1. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on the adoption of the preliminary inquiry and promotion of initial public offering of shares by Technology Co., Ltd. and listing on the gem (hereinafter referred to as the "announcement on preliminary inquiry and promotion"), after excluding the preliminary inquiry results of investors who do not meet the requirements, Eliminate all placing objects whose proposed subscription price is higher than 67.56 yuan / share (excluding 67.56 yuan / share); The proposed subscription price is 67.56 yuan / share, and all placing objects whose subscription quantity is less than 7.8 million shares are eliminated; The proposed subscription price is 67.56 yuan / share, the subscription quantity is equal to 7.8 million shares, and the placing objects whose subscription time is later than 14:26:52:975 on January 12, 2022 (T-3) are eliminated; The proposed purchase price is
67.56 yuan / share, the subscription amount is equal to 7.8 million shares, and the subscription time is the same as 14:26:52:975 on January 12, 2022 (T-3), 50 placing objects are excluded from the back to the front according to the declaration sequence automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. In the above process, a total of 104 placing objects are eliminated, and the total number of shares to be purchased is 635.1 million, accounting for 1.0122% of the total number of 62742.3 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded placing objects shall not participate in offline and online subscription. Please refer to the part marked "high price rejection" in the attached table "preliminary inquiry and quotation".
2. According to the preliminary inquiry results, the issuer and the recommendation institution (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, and negotiate to determine that the issuance price is 50.31 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry. Investors are requested to make online and offline subscription at this price on January 17, 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 the online subscription date are the same as January 17, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. The issuing price of this offering shall not exceed 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, whichever is lower.
4. The offering price is not higher than 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. Therefore, relevant subsidiaries of the sponsor need not participate in follow-up investment. This issuance does not arrange strategic placement to other external investors. Finally, this issuance does not make directional placement to strategic investors. The difference between the initial strategic placement and the final strategic placement of 1175440 shares will be transferred back to offline issuance.
Finally, this issuance is finally carried out by a combination of offline inquiry and 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 in Shenzhen market (hereinafter referred to as "online issuance").
5. Restriction period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restriction 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, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange. When offline investors participate in the preliminary inquiry and quotation and offline subscription, they do not need to fill in the arrangement of the sales restriction period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online sales restriction period disclosed in this announcement.
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 January 17, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the call back mechanism will be determined according to the initial effective subscription multiple of online investors. 8. Offline investors shall, in accordance with the announcement on offline preliminary placement results of adopting Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on offline preliminary placement results), timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on January 19 (T + 2) 2022.
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 circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object shall be invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, 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 shares issued by adopter Technology Co., Ltd. and listed on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient new share subscription funds on January 19 (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 investor's fund transfer shall comply with the relevant provisions of the securities company where the investor is located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
9. When the total number of shares subscribed by offline and online investors is less than 70% of the number of public offerings, 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. The placing object shall strictly comply with the industrial regulatory requirements of China Securities Association, and the subscription amount shall not exceed the corresponding asset scale or capital scale. If the offline investors who provide effective quotation fail to participate in the subscription or the offline investors who obtain the preliminary placement fail 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 selected layers of gem, science and innovation board, main board and national share transfer system shall be 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 stock projects on the gem, the science and innovation board, the main board and the shares of the national share transfer system to unspecified qualified investors and the projects listed on the selected layer.
If the online investor fails to make full payment after winning the lottery for 3 times in a row within 12 months, it 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 sponsor (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally. Please carefully read the special announcement on investment risks of adopting Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the "special announcement on investment risks") published on January 14, 2022 (t-1), Fully understand the market risks and prudently participate in this IPO.
Valuation and investment risk tips
New share investment has great market risks. Investors need to fully understand the risks of new share investment and gem market, carefully study the risks disclosed in the issuer's prospectus, fully consider the following risk factors, and prudently participate in this new share issuance:
1. The issue price is 50.31 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) of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the industry in which the shares are located is "special equipment manufacturing industry" (C35). The static average p / E ratio of special equipment manufacturing industry (C35) released by China Securities Index Co., Ltd. in the latest month is 42.20 times (as of January 12 (T-3) 2022), which can be referred to by investors when making decisions.
The issuance price of 50.31 yuan / share corresponds to the lower net profit diluted P / E ratio before and after deducting extraordinary profits and losses in 2020, which is 83.85 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on January 12 (T-3), 2022. The excess range is 98.70%. There are four reasons: first, the issuer has
