Shanghai Sailun Biotechnology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
The application of Shanghai Sailun Biotechnology Co., Ltd. (hereinafter referred to as the "issuer") for initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (hereinafter referred to as the "issuance") has been examined and approved by the stock listing committee of the science and innovation board of Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), The registration has been approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in document zjxk [2022] No. 204. After negotiation between the issuer and the sponsor (lead underwriter) Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. (hereinafter referred to as "sponsor (lead underwriter)") of this issuance, the number of shares issued this time is 27.06 million, all of which are new shares issued to the public. The issuance 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 "offline subscription platform") on February 28, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
1. This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") Offline inquiry placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and 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 sponsor (lead underwriter). Strategic placement shall be conducted at the sponsor (lead underwriter); The preliminary inquiry and offline issuance are through the offline 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 offering is that the relevant subsidiaries of the sponsor participate in the follow-up investment, and the follow-up investment institution is Founder Securities Co.Ltd(601901) Investment Co., Ltd. (hereinafter referred to as "founder investment"). There is no special asset management plan for senior executives and core employees and other strategic investor arrangements.
2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through offline preliminary inquiry, and offline cumulative bidding will not be conducted.
3. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on the issuance arrangement and preliminary inquiry of Shanghai Sailun Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "announcement on the issuance arrangement and preliminary inquiry"), after excluding the quotation of investors who do not meet the requirements, After consensus, all placing objects whose proposed purchase price is higher than 47.53 yuan / share (excluding 47.53 yuan / share) are eliminated; Among the placing objects with the proposed purchase price of 47.53 yuan / share, all placing objects with the purchase quantity of less than 9 million shares are eliminated; If the proposed subscription price is 47.53 yuan / share, the number of subscription is 9 million shares, and the subscription time is 14:40:31.138 on February 23, 2022, 68 placing objects will be eliminated according to the order of placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange from back to front; A total of 114 placing objects are excluded, and the total number of shares to be purchased is 875 million, accounting for 1.0096% of the total number of 8667170 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the "attached table: statistical table of investors' quotation information" in the announcement of Shanghai Sailun Biotechnology Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "issuance announcement") with the remarks of "high price elimination".
4. According to the inquiry and quotation of offline issuance, the issuer and the recommendation institution (lead underwriter) comprehensively evaluate the reasonable investment value of the company, the secondary market valuation level of comparable companies and the secondary market valuation level of their industry, and fully consider the effective subscription multiple, market conditions, demand for raised funds, underwriting risk and other factors of offline investors, It is determined through negotiation that the price of this issuance is 33.03 yuan / share, and the cumulative bidding inquiry will not be conducted for offline issuance.
Investors are requested to make online and offline subscription at this price on February 28, 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 28, 2022 (t day), in which 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 33.03 yuan / share, and the corresponding P / E ratio is:
(1) 42.43 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 accordance with Chinese accounting standards in 2020 by the total share capital before this issuance);
(2) The net profit per share attributable to the parent company for the year 2020 after deducting 46.47 times of the total audited profit and loss of the non current share capital of the parent company in accordance with the accounting standards of the people's Republic of China
Calculate);
(3) 56.58 times (earnings per share in accordance with Chinese accounting standards approved by accounting firms in 2020)
The audited net profit attributable to shareholders of the parent company before deducting non recurring profits and losses is divided by the total share capital after the issuance
Calculate);
(4) 63.28 times (earnings per share in accordance with Chinese accounting standards approved by accounting firms in 2020)
The audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses is calculated by dividing the total share capital after the issuance
Calculate).
6. Investors are kindly requested to pay attention to the following situations and judge the rationality of the pricing of this offering.
(1) The issue price is 33.03 yuan / share, which is not higher than that of offline investors after excluding the highest quotation
The median and weighted average of the remaining quotations, as well as the securities investment fund established by public offering and its
Other partial equity asset management products (hereinafter referred to as "public offering products") and those managed by the investment manager of social security fund
Social Security Fund (hereinafter referred to as "social security fund") and basic endowment insurance fund (hereinafter referred to as "pension fund")
The lower of the median and weighted average of the remaining quotation is 33.0380 yuan / share.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors
Details of the bidder's quotation are published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Issuance announcement.
(2) The issue price is 33.03 yuan / share, corresponding to the issuer before deducting non recurring profits and losses in 2020
The lower diluted P / E ratio is 63.28 times, which is higher than the issuer's position published by China Securities Index Co., Ltd
The average static P / E ratio of the industry in the latest month is higher than the average static P / E ratio of comparable companies in the same industry
In the future, the decline of the issuer's share price will bring the risk of loss to investors.
Issuer and sponsor (lead underwriter)
(b) draw investors' attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company
It is a pharmaceutical manufacturing industry (C27). As of February 23, 2022 (T-3), it has been issued by China Securities Index Co., Ltd
The average static P / E ratio of the industry in the last month was 35.24 times.
As of February 23, 2022 (T-3), the valuation levels of comparable A-share listed companies are as follows:
Securities code securities abbreviation: static P / E EPS (yuan / share) EPS (yuan / share) price (yuan / share) ratio (before deduction) corresponding to static P / E EPS (yuan / share) corresponding to stock closing on T-3 days after deduction in 2020 (after deduction)
600161.SH Beijing Tiantan Biological Products Corporation Limited(600161) 0.4654 0.4546 27.70 59.52 60.93
002007.SZ Hualan Biological Engineering Inc(002007) 0.8842 0.8099 25.80 29.18 31.86
002252.SZ Shanghai Raas Blood Products Co.Ltd(002252) 0.1964 0.1953 6.76 34.42 34.61
000403.SZ Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) 0.2537 0.2194 26.24 103.43 119.60
002880.SH Shenzhen Weiguang Biological Products Co.Ltd(002880) 0.8395 0.8130 29.70 35.38 36.53
Mean value --- 52.39 56.71
Data source: wind information, data as of February 23, 2022 (T-3).
Note 1: calculation criteria of EPS before / after deduction of non recurring profits and losses in 2020: net income attributable to the parent company before / after deduction of non recurring profits and losses in 2020
Profit / total share capital on T-3 (February 23, 2022).
Note 2: any difference in the above figures is caused by rounding.
(3) Investors are reminded that after the issuance price is determined, 346 investors have submitted effective quotations for the offline issuance, 7843 placing objects have been managed, and the total number of effective proposed subscriptions is 57948 million shares, which is 3220.23 times of the initial offline issuance scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent of Shanghai Sailun Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "letter of intent") is 400 million yuan, the offering price is 33.03 yuan / share, and the corresponding financing scale is 893791800 yuan, which is higher than the above-mentioned fund-raising demand amount, The remaining funds after the actual net raised funds meet the needs of the raised investment project will be used for the working capital related to the company's main business or used in accordance with the relevant provisions of the regulatory authority.
(5) 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 sponsor (lead underwriter) comprehensively consider the issuer's fundamentals, market conditions, valuation level of comparable listed companies, demand for raised funds, underwriting risk and other factors according to the preliminary inquiry results, Negotiate and determine the issue price. The offering price is not higher than the lower of the median and weighted average of offline investors' quotation after excluding the highest quotation, and the median and weighted average of public offering products, social security funds and pensions after excluding the highest quotation. Any investor who participates in the subscription shall be deemed to have accepted the issue price; If there is any objection to the pricing method and price of the offering, it is recommended not to participate in this offering.
(6) 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 risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and sponsors (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 400 million yuan for this raised investment project. Based on the issuance price of 33.03 yuan / share and the number of new shares issued of 27.06 million shares, the total amount of funds raised by the issuer is expected to be 893.7918 million yuan. After deducting the issuance expenses of about 108.8682 million yuan (including tax), the net amount of funds raised is expected to be 784.9236 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 have no circulation restrictions and limited sales period arrangements, and are from the shares issued this time
It can be circulated from the date of listing on the science and Innovation Board of Shanghai Stock Exchange.
In the offline issuance part, public offering products, social security funds, pensions, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as "enterprise annuity funds"), insurance funds (hereinafter referred to as "insurance funds") in accordance with the Interim Measures for the Administration of the use of insurance funds and other relevant provisions, and funds of qualified foreign institutional investors, 10% of the final allocation account (rounded up) shall promise that the holding period of the shares allocated this time is 6 months from the date of the issuer's initial public offering and listing. The sales restriction period will be determined by lottery after offline investors complete their payment. The lottery number in the online lower limit sale period will be allocated in units of placing objects, and each placing object will be assigned a number. The shares allocated to the placement target account managed by offline investors who have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange. Once offline investors quote, they will be deemed to accept the online lower limit selling period arrangement of this offering.
In terms of strategic placement, the relevant subsidiary of the sponsor (lead underwriter) is investing and promising that the restricted sale period of the allocated shares for this follow-up investment is 24 months, which shall be calculated from the date of listing of the shares in this public offering 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 this issuance and subscription, any investor can only choose offline or online one way to apply for subscription, and all investors participate in offline quotation, subscription and placement
