Jiangsu Yahong Pharmaceutical Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The application of Jiangsu Yahong Pharmaceutical Technology 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") was approved by Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") on September 23, 2021 ）It has been deliberated and approved by the stock listing committee of Kechuang board and has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2021] No. 3797.
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering. After negotiation between the issuer and the sponsor (lead underwriter), the number of shares issued this time is 110 million, all of which are new shares issued to the public. This offering will be held on December 27, 2021 (t day) implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform respectively.
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
1、 This offering is conducted by a combination of 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 market value in Shanghai market (hereinafter referred to as "online issuance").
The sponsor (lead underwriter) is responsible for the implementation of the strategic placement, preliminary inquiry and online and offline issuance of this offering. The strategic placement is carried out at the sponsor (lead underwriter), and the preliminary inquiry and online and offline issuance are carried out 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 offering is the follow-up investment of relevant subsidiaries of the sponsor, and the follow-up investment institution is Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as "CSI investment"), without 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 inquiry will not be conducted.
3. After the preliminary inquiry, The issuer and the sponsor (lead underwriter) shall, in accordance with the announcement on the issuance arrangement and preliminary inquiry of Jiangsu Yahong Pharmaceutical Technology 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") ）According to the specified exclusion rules, after excluding the preliminary inquiry results of investors who do not meet the requirements, Consensus will be higher than 38.60 yuan / share All placing objects (excluding 38.60 yuan / share) will be eliminated; all placing objects with a proposed purchase price of 38.60 yuan / share and a proposed purchase quantity of less than or equal to 26.4 million shares will be eliminated. A total of 160 placing objects will be eliminated in the above process, and the corresponding total proposed purchase quantity will be 2380.1 million shares, accounting for 23,65% of the total proposed purchase quantity after excluding the quotation of unqualified investors in this preliminary inquiry 1.01% of 65.3 million shares. The excluded part shall not participate in offline and online subscription. 4、 Issuer and sponsor (the lead underwriter) based on the preliminary inquiry results and taking into account the reasonable investment value of the issuer, the number of shares issued in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, market conditions, demand for raised funds and underwriting risks, the price of this offering is determined to be 22.98 yuan / share through negotiation, and the offline offering will not be subject to cumulative bidding Inquiry.
Investors are requested to make online and offline subscription at this price on December 27, 2021 (t day). There is no need to pay subscription funds when applying. 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. According to the measures for the administration of securities issuance and underwriting, if the issuer has not yet made a profit, it may not disclose the relevant information about the comparison between the P / E ratio of the issuer and the P / E ratio of the same industry, and shall disclose the valuation indicators that can reflect the characteristics of the industry in which the issuer is located. Therefore, this offering selects the market research rate (market value / R & D expenses) that can reflect the industry characteristics of the issuer as the valuation index.
The issue price is 22.98 yuan / share, and the corresponding market research rate is:
(1) 61.45 times (the R & D cost per share is calculated by dividing the R & D cost audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 76.14 times (the R & D cost per share is calculated by dividing the R & D cost audited by an accounting firm in 2020 in accordance with Chinese accounting standards by the total share capital after the issuance).
6. Investors are kindly requested to pay attention to the following situations and judge the rationality of the pricing of this offering.
(1) The offering price is 22.98 yuan / share, which is higher than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as the securities investment fund and other partial stock asset management products established by public offering (hereinafter referred to as "public offering products") and the social security fund managed by the investment manager of Social Security Fund (hereinafter referred to as "social security fund") ）The lower of the median and weighted average (hereinafter referred to as "four numbers") of the remaining quotations of the basic endowment insurance fund (hereinafter referred to as "pension") is 22.3000 yuan, with an excess of 3.05%.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. For the quotation of offline investors, see the announcement on initial public offering of shares and listing on the science and Innovation Board of Jiangsu Yahong Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "issuance announcement") published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
(2) The issuance price is 22.98 yuan / share, and the corresponding market research rate of the issuer after dilution in 2020 is 76.14 times, which is higher than the average market research rate of comparable companies in the same industry. 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 sponsor (lead underwriter) draw investors' attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the company is pharmaceutical manufacturing (C27) in manufacturing industry (c). As of December 22, 2021 (T-3), the average static P / E ratio of pharmaceutical manufacturing (C27) released by China Securities Index Co., Ltd. in the latest month was 38.63 times.
As of December 22, 2021 (T-3), the valuation level of comparable listed companies with main business and business model similar to that of the issuer is as follows:
R & D expenses of T-3 company in 2020
Securities code securities abbreviation closing value (RMB 100 million) corresponding market research rate (RMB / share) with (RMB 10000)
300558.SZ Betta Pharmaceuticals Co.Ltd(300558) 78.64326. 6036,285.0090. 01
688321.SH Shenzhen Chipscreen Biosciences Co.Ltd(688321) 34.51141. 749,229.06153. fifty-eight
688266.SH Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 57.50138. 0031,419.8343. ninety-two
9969.hk nuocheng Jianhua 12.76191 3040,277.1047. fifty
9995.hk Rongchang biology 63.17309 4246,582.1066. forty-two
688578.SH Shanghai Allist Pharmaceuticals Co.Ltd(688578) 28.78129. 5117,796.3072. seventy-seven
1167.hk jiakosi 11.5388 9618,595.2047. eighty-four
The mean value is 40.98189 3628,597.8074. fifty-eight
Data source: wind information, data as of December 22, 2021 (T-3).
Note: the conversion rate is the middle rate of Hong Kong dollar to RMB published by the people's Bank of China on December 22, 2021, and Hong Kong dollar to RMB 0.81664; The unequal tail difference of the mean is caused by rounding.
(3) After the issuance price is determined, the number of investors who have submitted effective quotations for this offline issuance is 148, the number of placement objects managed is 3305, and the total number of effective proposed subscriptions is 83063.10 million shares, which is 993.58 times the initial offline issuance scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent of Jiangsu Yahong Pharmaceutical Technology Co., Ltd. for initial public offering and listing on the science and innovation board is 2069.8646 million yuan, the offering price is 22.98 yuan / share, and the corresponding financing scale is 2527.8 million yuan, which is higher than the above-mentioned fund-raising demand amount.
(5) If any investor participates in the subscription, it shall be deemed that it has 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.
(6) Investors should pay full attention to the risk factors contained in the marketization of pricing, understand the risk that the stock price may fall below the issue price after the stock is listed, effectively improve the risk awareness, strengthen the value investment concept and avoid blind speculation. Regulators, issuers and sponsors (main contractors) can not guarantee that the stock price will not fall below the issue price after the stock is listed.
7. The issuer expects to use the raised capital of 2069.8646 million yuan for this raised investment project. Based on the issuance price of 22.98 yuan / share and the number of new shares issued of 110 million shares, the total amount of funds raised by the issuer is expected to be 2527.8 million yuan, After deducting the issuance expenses of 147207800 yuan (excluding value-added tax), the net amount of funds raised is expected to be 2380592200 yuan. There is a risk that the substantial increase in the scale of net assets due to the acquisition of the raised funds 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.
Offline issuance, allocated public offering products, pensions, social security funds Among the enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund, insurance funds (hereinafter referred to as "insurance funds") in accordance with the measures for the administration of the use of insurance funds and other relevant provisions, and the funds of qualified foreign institutional investors, 10% of the final allocated accounts (rounded up) it shall promise that the restricted period of the shares to be placed this time is 6 months from the date of the issuer's initial public offering and listing, and the aforesaid placing object account will be determined by lottery. The shares allocated to the placing object account managed by offline investors that have not been selected have no circulation restrictions and restricted sales arrangements, and the shares issued this time will be listed and traded on the Shanghai Stock Exchange It can be circulated from the date of.
In terms of strategic placement, CSI promises that the restricted period of the shares allocated this time is 24 months, which shall be calculated from the date when the shares issued this time are listed 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 placing object can only choose offline issuance or online issuance for subscription. All placing objects participating in the preliminary inquiry, whether or not the quotation is valid, can no longer participate in the online issuance. Investors who participate in the subscription of online public offering shares can only use one securities account. If the same investor uses multiple securities accounts to participate in the subscription of the same new share, or if the investor uses the same securities account to participate in the subscription of the same new share for many times, the first subscription of the investor shall be valid, and the other subscriptions 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 recommendation institution (lead underwriter) will negotiate to take measures to suspend the issuance:
(1) The total amount of offline subscription is less than the initial number of offline issuance;
(2) If the online subscription is insufficient, the offline investors fail to subscribe in full after the insufficient part is transferred back to the offline;
(3) After deducting the final strategic placement, the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering;
(4) The issuer's major post meeting events in the issuance process affect the issuance;
(5) According to Article 36 of the measures for the administration of securities issuance and underwriting and the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange Article 27: if the CSRC and the Shanghai Stock Exchange find that there are suspected violations of laws and regulations or abnormal circumstances in the process of securities issuance and underwriting, they may order the issuer and underwriter to suspend or suspend the issuance and investigate and deal with relevant matters.
In case of the above circumstances, the issuer and the recommendation institution (lead underwriter) will timely announce the reasons for suspension of issuance, resumption of issuance arrangements, etc. after suspension of issuance, the issuer and the recommendation institution (lead underwriter) will choose the opportunity to restart the issuance after filing with the Shanghai Stock Exchange within the validity period of the registration decision agreed by the CSRC and meeting the regulatory requirements for post meeting matters.
13. Issue after online and offline subscription
