AsiaInfo Security Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): China International Capital Corporation Limited(601995)
The application of AsiaInfo Security Technology Co., Ltd. (hereinafter referred to as "the issuer") for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and innovation board has been examined and approved by the members of the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), It has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2022] No. 7).
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
After negotiation between the issuer and the lead underwriter of this offering, it is determined that the number of shares issued this time is 40010000 shares, accounting for 10.00% of the total share capital after issuance. All the shares issued this time are new shares, and the shareholders of the company will not offer shares to the public. The offering will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as the "subscription platform") on January 24, 2022 (t day).
The issuer and the 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 and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market (hereinafter referred to as "online issuance").
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the lead underwriter. Preliminary inquiry and offline issuance through the subscription platform（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
The strategic placement of this issuance consists of the follow-up investment of relevant subsidiaries of the sponsor, the senior management and core employees of the issuer participating in the special asset management plan established by this strategic placement. The follow-up investment institution is China CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth"), and the special asset management plan for the senior management and core employees of the issuer is the collective asset management plan for CICC wealth CICA security employees to participate in the strategic placement of science and Innovation Board (hereinafter referred to as "special asset management plan").
2. The issuer and the lead underwriter will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding inquiry will not be conducted.
3. After the preliminary inquiry, the issuer and the lead underwriter shall, in accordance with the exclusion rules specified in the announcement on the issuance arrangement and preliminary inquiry of AsiaInfo Security Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "issuance arrangement and preliminary inquiry announcement") on January 14, 2022 (T-6), after excluding the quotations of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 57.38 yuan / share (excluding 57.38 yuan / share) shall be eliminated; Among the placing objects with a proposed subscription price of 57.38 yuan / share, all placing objects with a subscription quantity of less than 13.6 million shares are eliminated; If the proposed subscription price is 57.38 yuan / share, the number of subscribed shares is 13.6 million shares, and the subscription time is 14:42:18.133 on January 19, 2022, two placing objects will be removed from the order 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 182 placing objects are excluded from the above, and the total number of shares to be purchased is 1144.6 million, accounting for 1.0001% of the total number of 114444.8 million shares declared after excluding invalid quotations 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 lead underwriter, taking into account the issuer's fundamentals, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risk and other factors, negotiated and determined that the issuance price is 30.51 yuan / share, and the offline issuance will not be subject to cumulative bidding inquiry.
The price of this offering shall not be higher than the median and weighted average of the effective quotation of offline investors excluding the highest quotation, as well as the 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 quotation and weighted average of the National Social Security Fund (hereinafter referred to as "social security fund") and the basic endowment insurance fund (hereinafter referred to as "pension"). Investors are requested to make online and offline subscription at this price on January 24, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. Among them, 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. The issue price is 30.51 yuan / share, and the corresponding P / E ratio is:
(1) 64.47 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 2020 in accordance with Chinese accounting standards by the total share capital before this issuance);
(2) 71.63 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 2020 in accordance with Chinese accounting standards by the total share capital after the issuance);
(3) 78.45 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 2020 in accordance with Chinese accounting standards by the total share capital before the issuance);
(4) 87.17 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 2020 in accordance with Chinese accounting standards by the total share capital after this issuance);
The price of this offering shall not be higher than the lower of the median and weighted average of all the quotations of offline investors after excluding the highest quotation, and the median and weighted average of the quotations of public offering products, social security funds and pensions.
6. The issue price is 30.51 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 China Securities Regulatory Commission, the company's industry is "software and information technology service industry (I65)". As of January 19, 2022 (T-3), the average static P / E ratio of software and information technology service industry (I65) released by China Securities Index Co., Ltd. in the latest month was 61.19 times.
(2) As of January 19, 2022 (T-3), the P / E ratio of listed companies with business and business model similar to that of the issuer is as follows:
T-3 day stock 2020 deduction 2020 deduction 2020 corresponding 2020 securities code securities abbreviation closing price (yuan / non front EPS non rear EPS static P / E ratio stock) (yuan / share) (yuan / share) (Times) - deduction non (Times) -Before and after deduction
300454.SZ Sangfor Technologies Inc(300454) 181.10 1.95 1.63 93.02 111.16
688561.SH Qi An Xin Technology Group Inc(688561) 92.08 -0.49 -0.79 - -
688023.SH Dbappsecurity Co.Ltd(688023) 228.12 1.71 1.54 133.53 148.30
300188.SZ Xiamen Meiya Pico Information Co.Ltd(300188) 17.09 0.46 0.42 36.82 40.44
300352.SZ Beijing Vrv Software Corporation Limited(300352) 7.08 0.02 0.01 398.79 825.85
003029.SZ Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 22.90 0.58 0.58 39.78 39.56
Average 140.39 233.06
Data source: wind information, data as of January 19, 2022 (T-3).
Note 1: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent company before / after deduction of non recurring profit and loss in 2020 / T-3 day
Total share capital. Note 3: Qi An Xin Technology Group Inc(688561) the corresponding static P / E ratio (before / after deduction) in 2020 is negative, so it is not included in the calculation.
The issuance price of 30.51 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 87.17 times higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable companies after deducting non recurring profits and losses 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) Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. The quotation of offline investors is published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day AsiaInfo Security Technology Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "issuance announcement").
(4) 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 lead underwriter negotiate and determine the offering price according to the preliminary inquiry results, taking into account the issuer's fundamentals, the issuer's industry, market conditions, demand for raised funds, underwriting risk and other factors. The offering price is not higher than the lower of the median and weighted average of the effective offer of offline investors after excluding the highest offer, and the median and weighted average of the offer of public products, social security funds and pensions. 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.
(5) 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 lead underwriters cannot guarantee that the shares will not fall below the issue price after listing.
7. The issuer expects to use the raised capital of 1207.565 million yuan for this raised investment project. Based on the issuance price of 30.51 yuan / share and the number of new shares issued of 40010000 shares, if the issuance is successful, the total amount of funds raised by the issuer is expected to be 1220705100 yuan. After deducting the issuance expenses of about 98.1992 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 112.2559 million 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 shares issued online this time are not subject to circulation restrictions and restricted sales period. They can be circulated from the date when the shares issued to the public are listed on the science and Innovation Board of Shanghai Stock Exchange.
Public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as "enterprise annuity funds") 10% of the accounts (rounded up) of the placement objects such as insurance funds (hereinafter referred to as "insurance funds") and QFII funds that comply with the measures for the administration of the use of insurance funds and other relevant provisions shall promise to obtain the shares for this placement, and the holding period shall be 6 months from the date of the issuer's initial public offering and listing. The restricted account will be determined by lottery after the offline investors complete the payment. The online lower limit auction number will be allocated in units of placing objects, 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.
In terms of strategic placement, the restricted period of shares allocated to relevant subsidiaries of the sponsor is 24 months, and the restricted period of shares allocated to the special asset management plan for senior managers and core employees of the issuer is 12 months. The restricted period shall be calculated from the date of listing of the shares publicly issued 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. In case of the following circumstances, the issuer and the lead underwriter will negotiate to take measures to suspend the issuance:
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