Shouyao holding (Beijing) Co., Ltd
Initial public offering and listing on the science and Innovation Board
Issuance arrangement and preliminary inquiry announcement
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
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Important tips
Shouyao Holdings (Beijing) Co., Ltd. (hereinafter referred to as “Shouyao Holdings”, “issuer” or “company”) in accordance with the implementation opinions on establishing a science and innovation board and pilot registration system in Shanghai Stock Exchange (CSRC announcement [2019] No. 2) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC” and “CSRC”) Measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “administrative measures”), measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (CSRC order [No. 174]), The measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (SZF [2021] No. 76) (hereinafter referred to as the “implementation measures”) promulgated by the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) Guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the “underwriting guidelines”), detailed rules for the implementation of online issuance of initial public offering shares in Shanghai market (SZF [2018] No. 40) (hereinafter referred to as the “detailed rules for the implementation of online issuance”) The detailed rules for the implementation of offline issuance of initial public offerings in Shanghai market (SZF [2018] No. 41) (hereinafter referred to as the “detailed rules for the implementation of offline issuance”), the code for the underwriting of initial public offerings under the registration system (zsxf [2021] No. 213) (hereinafter referred to as the “underwriting code”) issued by the China Securities Association Detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142), rules for the administration of offline investors in initial public offerings under the registration system (hereinafter referred to as the “management rules”) and guidelines for the classification, evaluation and management of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212), etc, And the relevant provisions of the Shanghai Stock Exchange on stock issuance and listing rules and the latest operating guidelines, such as initial public offering of shares and listing on the science and innovation board.
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
This issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) Offline inquiry placement to qualified offline 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 market value in Shanghai market (hereinafter referred to as “online issuance”). The sponsor (lead underwriter) China Securities Co.Ltd(601066) securities is responsible for organizing and implementing the strategic placement, preliminary inquiry and online and offline issuance of this offering. The strategic placement of this offering is conducted at China Securities Co.Ltd(601066) securities office. The preliminary inquiry and offline subscription are conducted through the offline subscription electronic platform of Shanghai Stock Exchange IPO (hereinafter referred to as “offline subscription platform”), and the online offering is conducted through the trading system of Shanghai Stock Exchange. Investors are requested to read this announcement carefully. Please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of preliminary inquiry and electronic offline issuance The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors can visit the following website（ http://www.sse.com.cn./disclosure/listedinfo/listing/ 、 http://www.sse.com.cn./ipo/home/ ）Check the full text of the announcement.
Basic information of the issuer
The full name of the company is Shouyao Holdings (Beijing) and the securities is abbreviated as Shouyao holdings
limited company
Securities code / offline subscription 688197 online subscription code 787197
code
Offline subscription is referred to as Shouyao holdings, and online subscription is referred to as Shouyao subscription
Industry name pharmaceutical manufacturing industry industry code C27
Basic information of this offering
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”).
Pricing method offline preliminary inquiry will directly determine the issue price, and offline cumulative bidding inquiry will not be conducted
Total share capital before issuance (RMB 111539343 million) number of shares to be issued (RMB 371800 million)
(shares)
The estimated number of new shares issued is 371800 and the estimated number of old shares transferred is 0
(10000 shares) (10000 shares)
Total share capital after issuance (ten thousand shares to be issued)
25.00) proportion of total share capital after 148719343
（%）
Initial online issuance 706.40 initial offline issuance 282570
(10000 shares) (10000 shares)
Each proposed offline subscription is 140000, and each proposed offline subscription is 100.00
Upper limit (10000 shares) lower limit (10000 shares)
185.5% of the initial strategic placement
(10000 shares) issued quantity ratio (%)
Special for senior executives and core employees of relevant subsidiaries of the recommendation institution
The initial number of shares invested by the company is 185.90, and the number of shares subscribed by the asset management plan / 0
(10000 shares) maximum amount (10000 shares / 10000 shares)
(yuan)
Is there any other strategic allocation? Is there a brokerage commission of 0.5 for the placement of new shares
Selling arrangement rate (%)
Important date of this issuance
Preliminary inquiry date and start and end: 9:30, March 9, 2022 – publication date of issuance announcement: March 11, 2022
Time: 15:00
Offline Subscription Date and from to March 14, 2022 online subscription date and from to March 14, 2022
Time: 9:30-15:00 time: 9:30-11:30, 13:00-15:00
Offline payment date and deadline: March 16, 2022 online payment date and deadline: March 16, 2022 end at 16:00
Note: as of the announcement date of the prospectus, the company has not yet made a profit
Please pay attention to the following key contents:
1. Verification of inquiry qualification of offline investors: the “offline investors” mentioned in this announcement refer to institutional investors participating in offline issuance, and the “placing object” refers to offline investors or securities investment products managed by them.
Offline investors shall complete the registration of placing objects in China Securities Association before 12:00 noon on March 8 (T-4), 2022, and pass the recommendation institution (lead underwriter) China Securities Co.Ltd(601066) securities offline investor management system（ https://emp.csc.com.cn. ）Submit the letter of commitment and relevant verification materials online.
The recommendation institution (lead underwriter) has formulated the standards for offline investors according to relevant systems and rules. See “III. (I) participation conditions and quotation requirements of offline investors” in this announcement for specific standards and arrangements. Only investors who meet the standards for offline investors determined by the issuer and the sponsor (lead underwriter) can participate in the preliminary inquiry of this offering. Those who participate in the preliminary inquiry of this issuance without meeting the relevant standards shall bear all the consequences caused by this behavior. The sponsor (lead underwriter) will set its quotation as invalid on the offline subscription platform and disclose the relevant information in the issuance announcement.
2、 Requirements for offline investors to submit pricing basis and suggested price or price range: offline investors must submit pricing basis and suggested price or price range given in the internal research report through the offline subscription platform of Shanghai Stock Exchange at 13:00-14:30, 15:00-22:00 on the trading day before the preliminary inquiry day (March 8, 2022, T-4) or 6:00-9:30 on the preliminary inquiry day (March 9, 2022, T-3). Offline investors are requested to operate in accordance with the relevant requirements in “III. (IV) submission of pricing basis and suggested price or price range”. Please name the Research Report “Research Report of Shouyao Holdings”. Offline investors shall quote according to the recommended price or price range given in the internal research report. In principle, they shall not exceed the recommended price range in the research report.
Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in the inquiry. If the offline investor fails to submit the pricing basis and suggested price or price range, the recommendation institution (lead underwriter) will deem the offline investor’s quotation invalid.
3. Verification requirements for the asset scale of offline investors: the subscription amount of each product under the investor’s own funds or management participating in the offline inquiry shall not exceed the asset scale (total assets) or capital scale specified in the asset certificate of the asset scale or capital scale provided to the sponsor (lead underwriter): among them, public funds, special fund accounts, asset management plans Private equity funds (including asset management plans of futures companies and their asset management subsidiaries) and other products shall provide valid proof materials of the total assets of the products on the fifth trading day before the preliminary inquiry date (March 2, 2022, T-8); The self operated investment account shall provide the explanatory materials on the capital scale of the self operated account issued by the company (the capital scale is up to March 2, 2022, T-8). The above-mentioned proof materials of asset scale or capital scale shall be stamped with the official seal of the company or the official seal of external certification agency.
In particular, offline investors are reminded that in order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on the science and innovation board, the Shanghai stock exchange requires offline investors to make a commitment to the asset scale in the offline subscription platform, and invites offline investors to operate according to the relevant steps in “III. (V) preliminary inquiry”. If the sponsor (lead underwriter) finds that the investor does not comply with the regulatory requirements of the industry and applies for purchase beyond the corresponding asset scale or capital scale, the subscription of the placing object is invalid; If the asset scale or capital scale filled in by the investor on the offline subscription platform is inconsistent with the asset scale or capital scale in the asset certification materials of the placing object submitted to the sponsor (lead underwriter), the sponsor (lead underwriter) has the right to determine that the quotation of the placing object is invalid.
4. Prudent quotation requirements for offline investors: in order to further standardize the order of issuing and underwriting new shares on the science and innovation board, offline investors are required to participate in offline inquiry in strict accordance with the principles of science, independence, objectivity and prudence, as follows:
(1) For the same IPO issue of the science and innovation board, the offline subscription platform can record at most two preliminary inquiry and quotation records submitted by investors under the same network. After entering all quotation records for all placing objects to be quoted, offline investors shall submit them at one time. If two quotation records are submitted, the quotation records submitted for the second time shall prevail.
(2) After submitting the quotation record for the first time, offline investors shall not modify it in principle. If it is necessary to modify it, they shall re perform the quotation decision-making procedure, fully explain the reasons for the price change, the logical calculation basis of the price change range on the page submitted for the second time, and whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and archive the relevant materials for future reference. The system will record the reasons for quotation modification and other contents as the basis for the regulatory authority to verify the quotation decision-making of offline investors and relevant internal control systems.
5. Upper limit of offline subscription: the upper limit of the number of shares subscribed by each placing object in this offline issuance is 14 million shares, accounting for 49.55% of the initial offline issuance. Offline investors and their managed placing objects shall strictly comply with the regulatory requirements of the industry, strengthen risk control and compliance management, and carefully and reasonably determine the proposed subscription
