On June 14, Xiaomi updated the issued instructions for the release of CDR. The highlight is as follows:
1. The total share capital ratio of Xiaomi CDR is not less than 7%;
2, the basis of the CDR corresponding to the total scale of "H + CDR" is not less than 50%;
3, according to the estimated calculation of the Xiaomi More 80 billion US dollars, the CDR financing amount may exceed 5.6 billion US dollars, namely RMB 35.8 billion;
4, Xiaomi CDR issuance price is not higher than H shares pricing.
On the 14th, the Securities Regulatory Commission also disclosed written feedback on Xiaomi issued CDR, involving three levels of normative issues, information disclosure, other issues, including 84 specific issues, involving whether there is peer competition, millet governance, ecology Chain business situation, financial and class financial business, equity incentives, related transactions, etc. Key content.
Xiaomi CDR financing prodes may exceed $ 5.6 billion
According to the updated prospectus, although the amount of Xiaomi CDR issuance is still not finalized, the proportion of issuance has been determined -
"Xiaomi intends to use B-class stocks to be converted to CDR, accounting for the total share capital of CDR and Hong Kong stocks, and the basic share of CDRs corresponding to this release accounts for this CDR and Hong Kong stocks. The proportion of total distribution is not less than 50% of the total scale (including old shares). "
If the analyst of the major institutions gives an exceeding $ 80 billion market value, the CDR financing amount may exceed 5.6 billion US dollars, namely RMB 35.8 billion.
Xiaomi CDR issuance price has not been determined, but the issuance method is proposed to determine the price, and the CDR issues are priced by the principle of low in Hong Kong stocks. Industry insiders pointed out that this means that Xiaomi CDR issuance is certainly will not be higher than the Hong Kong stock pricing.
The biggest concern of investors may be its valuation. In recent days, a number of investment agencies put forward the opinions of Xiaomi's valuation. According to agents close to Xiaomi IPO, millet has been popular with the territory and Hong Kong capital market, and the competition between cornerstone investors is particularly fierce, and the valuation given is around $ 750-80 billion.
84 problems all-dimensional penetration review
On the evening of the 14th, the SFC also disclosed written feedback on Xiaomi issued CDR, involving normative issues, information disclosure, three levels of other issues, including 84 specific issues. This shows that the regulatory layer is reviewing innovative enterprise IPO or issuing a CDR process without reducing auditing requirements, reducing information disclosure requirements, will review the full-scale and full dimension of the pilot innovation enterprises.
In terms of normative issues, the Securities Regulatory Commission asked about 38 questions, focusing on the legal compliance of some Internet business qualifications, whether there is an industrial competition, corporate governance, priority stocks, and Lei Jun have issued significant B-class equity incentives; In terms of disclosure, the Securities and Regulatory Commission asked 41 questions, focusing on the issues of multiple information disclosure; other issues, the Securities Regulatory Commission asked 5 questions, focusing on financial data fluctuations, corporate positioning and other issues.
First, normative problems
1. About Xiaomi has not yet obtained the legal compliance of some Internet business qualifications. According to the Millet Prospectus, the company has not yet obtained the game and online reading "Network Publish Service License", "Information Network Communication Audiovisual License", "Internet News Information Service License". The Securities and Regulatory Commission requested the issuer to supplement whether the qualifications of some operations have not yet obtained belong to major illegal violations, whether it can keep the company's business continuous operation, whether there is administrative punishment risk or suspension risk.
2. Regarding whether there is a business competition.
(1) The company purchases cloud services to Jinshan Cloud. The Securities Regulatory Commission requires further supplementation of the disclosure of the publisher's cloud service business mainly on Jinshan cloud, how to ensure price fair; whether Jinshan Yun Group and the company cloud service have versatility in technology development model, use development tools, development results, etc. Whether the operation mode and the asset structure are similar; combined with the company's cloud and Jinshan cloud's cut scene, technology route, current volume scale, service range overlap, whether the technical executives cross-work, etc., whether the two constitute the competition of the same industry Based on and its reasons.
(2) About the Gathering Times (YY) and Cheetah Move. The Securities Regulatory Commission requested sponsoring agencies and lawyers to verify and supplement the disclosure of the two company equity and voting rights, and whether the issuer and it exists in peer competition, basis and its reasons.
(3) About the issuer to carry out the same or similar business. The SFC invokes the issuer to explain the company's actual controller and related parties, senior management, the specific situation, upstream relationship, shared customers, distributors and supplier channels, please, please Check out the verification of the verification of the comments on whether it constitutes the competition in the same industry.
3. About corporate governance. Please invite the issuer to add: (1) shareholder meeting, board decision-making matters, decision-making mechanisms, actual operations, major events are decided by the board of directors or shareholders. (2) The company has the specific shareholders of super voting rights, shareholding, voting mechanism, Class A common stock voting rights voting, and Class A common shares of common stocks higher than those of Class B. (3) The Lei Jun has a general A-share and B shareholding situation, which has the size and calculation basis of voting rights.
4. About preferred stocks. Please supplement the total number of priorities in the prospectus, accounting, valuation, value of priority stocks, and achieve "qualified listing", and implement the issuer to provide the company's articles of association and priority agreement. The relevant terms and content of qualified listings.
5. Regarding the April 2018 Lei Jun got a large amount of B-class equity incentives. Please include and disclose the decision-making procedures through the above matters, and whether the company's articles of association and related transaction system and corporate governance are compliant, the specific impact of the issuer. Please ask the sponsor to verify and comment.
In addition, the SFC has also paid attention to issues such as VIE architecture related subsidiaries, major customers, dividend distribution policies and cash dividends.
Second, information disclosure
1. About the presentation of the prospectus. The Securities Regulatory Commission requested the issuer to describe the objective and lamination language in the prospectus, deleting language and expression with advertising color, exaggeration, complimentation.
2. Please invite the issuer to re-combine the "Business and Technology" part of the company's business bar line. According to this section, a classification is classified as a company product into smartphones, IOT and life consumer products, Internet service products, and another classification into smart mobile phone industry, consumer networked industry, Internet service industry, to avoid confusion of investors Please invite the company's product or business classification.
3. The issuer's prospectus quantitatively quoted the information and data of Ai Rui consulting, please check the relevant reports for the issuer's release customization for the issuer, whether it is a payment report, whether it is an open report, please objective and Improvement.
4. About the voting right difference. The issuer is invited to provisions according to the provisions of Article 14 (3) of "No. 23", "Improve the content of the company's governance part and risk prompts.
5. About the issuer part of the company is a VIE structure. Please supplement the principle of cleaning the company before the company's listing, the current cleanup progression, will still reserve the business and subject cases of the VIE structure in the future.
6, please invoice for the company's Internet business related business indicators, active users, the average use of mobile phone duration, user data volume, etc., calculate the basis, calculation basis, calculation based on intermediaries or other authoritative third-party verification methods.
Third, other issues
1. Please invade the issuer to indicate that the financial statements have more than 30% of the data variations in the financial statements.
2. Please invite the issuer to combine the company's main products, business essence, income, profit source, etc., indicating whether the company is positioned as Internet companies rather than hardware companies accurate.
3, the company is positioned as a hardware drainage, the technology of the Internet. Please publiscularly bind to the company's Internet customers, in addition to being passengers through hardware, can you have access to other Internet methods, as well as domestic smartphone growth trends, penetration, etc., showing the trend of future Internet performance, business growth space, The ability to continue to grow in the future.
4, 2016, in 2016, the company's income is stable, and the 2017 rose; 2015 to 2017, the company's gross profit margin increased year by year. At the same time, the company's inventory balance and account payment balance have also risen sharply, and the growth of far-revenue is over. Please invoice for the reasons and rationality.
5. Please invite the issuer to supplement that the inclusion of the consolidated scope of consolidation in the "Basic Change of Financial Statement" in the prospectus is consistent with the "Basic Situation of the Publisher", and the difference is different. Please explain the reasons and rationality. Read more
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