Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Huatai United Securities Co., Ltd
hot tip
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “Hualan vaccine”, “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 the 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 the “Shenzhen Stock Exchange”) promulgated the detailed rules for the implementation of the issuance and underwriting business of initial public offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online issuance”), detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as “detailed rules for the implementation of offline issuance”) The China Securities Association (hereinafter referred to as the “Securities Association”) promulgated the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213), the detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142) Relevant provisions such as the rules for the administration of offline investors in initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212, hereinafter referred to as the “rules for the administration of offline investors under the registration system”) and the rules for the placement of initial public offering shares (Zhong Zheng Xie Fa [2018] No. 142), As well as the relevant provisions of Shenzhen Stock Exchange on stock issuance and listing rules and the latest operation guidelines, organize the implementation of IPO and listing on GEM.
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”, “sponsor (lead underwriter)” or “lead underwriter”) serves as the sponsor (lead underwriter) of this offering.
This offering will eventually adopt targeted 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 Shenzhen market (hereinafter referred to as “online issuance”).
The strategic placement of this offering is carried out at the sponsor (lead underwriter); The initial inquiry and offline issuance of this offering are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “offline issuance electronic platform”). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
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 issuance pricing, Make investment decisions rationally.
Investors are kindly requested to focus on the issuance process, online and offline subscription, payment and disposal of share abandonment of this issuance. The specific contents are 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 initial public offering and listing on the gem of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), after excluding the preliminary inquiry results of investors who do not meet the requirements, Eliminate all placing objects whose proposed purchase price is higher than 90.00 yuan / share (excluding 90.00 yuan / share); The proposed subscription price is 90.00 yuan / share, and the placing objects whose subscription quantity is less than 13 million shares (excluding 13 million shares) are eliminated; The proposed subscription price is 90.00 yuan / share, the number of subscription is equal to 13 million shares, and the subscription time is the same as 14:34:18:312 on January 26, 2022 (T-4), which will be removed from the placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange from the back to the front. A total of 148 placing objects were excluded in the above process, and the corresponding total number of proposed subscription excluded was 745.4 million shares, accounting for 1.0039% of the total number of proposed subscription after excluding invalid quotation in this preliminary inquiry. The excluded part 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 fundamentals, industry, valuation level of comparable listed companies, market conditions, demand for raised funds, effective subscription multiple, underwriting risk and other factors, and negotiate to determine that the price of this issuance is 56.88 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 February 8, 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 online subscription date are the same as February 8, 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 issue price determined through negotiation between the issuer and the sponsor (lead underwriter) is 56.88 yuan / share, which does not exceed the median and weighted average of offline investors’ quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”) National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment insurance fund (hereinafter referred to as “pension”) 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 and other provisions, whichever is lower, is 62.0000 yuan / share. Therefore, the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
4. Strategic placement:
The initial strategic placement quantity of this issuance is 6001500 shares, accounting for 15.00% of this issuance quantity. The offering price does not exceed 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 recommendation institution do not need to participate in follow-up investment.
The special asset management plan for the senior managers and core employees of the issuer is the employee owned collective asset management plan of Huatai Hualan vaccine home No. 1 gem (hereinafter referred to as “special asset management plan” or “Huatai Hualan vaccine home No. 1”), and all the subscription funds promised have been remitted to the bank account designated by the lead underwriter within the specified time. According to the final price, the final strategic placement shares of the special asset management plan for senior managers and core employees of the issuer are 4001000 shares, accounting for 10.00% of the shares issued this time. The initial strategic placement quantity of this issuance is 6001500 shares, accounting for 15.00% of this issuance quantity. The final number of strategic placement is 4001000 shares, accounting for 10.00% of the number of shares issued this time. The difference between the initial strategic placement quantity and the final strategic placement quantity of 2000500 shares will be transferred back to offline issuance.
5. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted 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, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange. When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
In terms of strategic placement, the senior managers and core employees of the issuer participated in the special asset management plan established by the strategic placement. Huatai Hualan vaccine home No. 1 was restricted to 12 months from the date of listing of the publicly issued shares on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction. 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 February 8, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback 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 initial public offering of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. and listing on GEM (hereinafter referred to as the announcement on offline preliminary placement results), pay the subscription funds for new shares in full and on time before 16:00 on February 10 (T + 2) 2022 according to the finally determined issuance price and preliminary placement quantity.
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-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all 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 Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. initial public offering and listing on GEM (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient capital for subscription of new shares on February 10 (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 transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
9. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, 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. All the effective quotation placing objects announced in this announcement must participate in the offline subscription. If the offline investors who provide effective quotation fail to participate in the subscription or fail to fully apply for the subscription, or the offline investors who obtain the preliminary placement fail to pay the subscription amount in time and in full, they will be deemed to be in breach of contract and shall be liable 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 various sectors of the stock market of Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Shenzhen Stock Exchange 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 relevant projects in all sectors of the stock market of Beijing stock exchange, Shanghai Stock Exchange and Shenzhen Stock Exchange.
If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they 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 recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on investment risk of initial public offering and listing on gem of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “special announcement on investment risk”) published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on February 7, 2022 (t-1), and fully understand the market risk, Prudently participate in this IPO.
Valuation and investment risk tips
1. The issue price is 56.88 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 formulated by the CSRC, the industry of the issuer is “C27 pharmaceutical manufacturing industry”, and the static average p / E ratio of “C27 pharmaceutical manufacturing industry” released by China Securities Index Co., Ltd. in the latest month is 39.05 times (as of January 26, T-4, 2022).
The issuance price of 56.88 yuan / share corresponds to the lower of the net profit attributable to the parent in 2020 after deducting non recurring profits and losses. The diluted P / E ratio is 25.31 times, which is lower than the “C27 pharmaceutical manufacturing” issued by China Securities Index Co., Ltd. on January 26 (T-4) 2022
