Stock abbreviation: youngwei Stock Code: 301166 Shanghai youngwei Biotechnology Co., Ltd
Shanghai Universal Biotech Co.,Ltd.
(address: room 1505, No. 1690, Kongjiang Road, Yangpu District, Shanghai)
Initial public offering and listing on GEM
of
Listing announcement
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
December, 2021
catalogue
Special tips Section 1 important statements and tips four
1、 Important statement four
2、 Special tips on investment risk at the initial stage of gem IPO four
3、 Special risk tips Section 2 stock listing twelve
1、 Review of stock registration and listing twelve
2、 Information about stock listing III. The specific listing standards selected when the company applies for initial public offering and listing and meets the selected standards after public offering
City standard and its description Section III information of the issuer, shareholders and actual controllers seventeen
1、 Basic information of the company seventeen
2、 All directors, supervisors, senior managers and their shares and bonds of the company seventeen
3、 Situation of controlling shareholders and actual controllers nineteen
4、 Equity incentive and employee stock ownership plan twenty
5、 Changes in share capital structure before and after this offering twenty-one
6、 The number of shareholders before the listing and the number of top ten shareholders twenty-three
7、 The strategic placement of this offering Section IV stock issuance twenty-six
1、 Number of initial public offerings twenty-six
2、 Issue price twenty-six
3、 Par value per share twenty-six
4、 Issue P / E ratio twenty-six
5、 Issue price to book ratio twenty-six
6、 Issuance method and subscription twenty-seven
7、 The total amount of raised funds and the verification of funds in place by Certified Public Accountants twenty-seven
8、 Total and detailed composition of issuance expenses, issuance expenses per share twenty-eight
9、 Net raised funds twenty-eight
10、 Net assets per share after issuance twenty-eight
11、 Earnings per share after issuance twenty-eight
12、 Over allotment options 28 Section V Financial and accounting data 29 section VI other important matters thirty
1、 Arrangements for special account storage of raised funds and tripartite supervision agreement thirty
2、 Other matters Section 7 listing recommendation institutions and their opinions thirty-two
1、 Recommendation opinions of the sponsor on this stock listing thirty-two
2、 Relevant information of the sponsor thirty-two
3、 Continuously supervise the specific situation of the sponsor representative Section VIII important commitments 34 I. restrictions on the sale of shares held by shareholders, voluntary lock-in of shares, extension of lock-in period and shareholding of shareholders before the issuance
And reduction intention and other commitments thirty-four
2、 Measures and commitments to stabilize the stock price thirty-eight
3、 Measures and commitments for share repurchase and share repurchase forty-three
4、 Commitment to share repurchase for fraudulent issuance and listing forty-four
5、 Measures and commitments to fill diluted immediate returns forty-four
6、 Commitment to profit distribution policy forty-seven
7、 Commitment to undertake compensation or liability according to law forty-seven
8、 The issuer's special commitment on Shareholder Information fifty
9、 Failure to fulfil commitments and binding measures fifty-one
10、 Other major issues affecting the issuance and listing and the judgment of investors fifty-five
11、 Verification opinions of the sponsor and the issuer's lawyers fifty-five
hot tip
Shanghai youningwei Biotechnology Co., Ltd. (hereinafter referred to as "youningwei", "the company" or "the issuer", "the company") ）The shares will be listed on the gem of Shenzhen Stock Exchange on December 28, 2021, which has high investment risk. GEM companies have the characteristics of unstable performance, high operation risk and high delisting risk, and investors are facing greater market risk. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently.
The company reminds investors to fully understand the stock market risks and the risk factors disclosed by the company, avoid blindly following the trend of "speculation" in the initial stage of IPO, and make prudent decision and rational investment.
Unless otherwise specified, the abbreviations or terms in this listing announcement shall have the same meanings as those in the prospectus of the company's initial public offering of shares and listing on the gem.
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law.
The opinions of Shenzhen Stock Exchange and relevant government authorities on the listing of the company's shares and related matters do not indicate any guarantee to the company.
The company reminds investors to carefully read the contents of the "risk factors" chapter of the company's prospectus published on cninfo.com. CN, pay attention to risks, make prudent decisions and make rational investment. The company reminds investors to pay attention to all relevant contents not involved in this listing announcement, please refer to the full text of the company's prospectus.
Unless otherwise specified, the abbreviations or terms in this listing announcement have the same meanings as those in the prospectus of the company's initial public offering of shares and listing on the gem.
The value of this listing announcement is usually reserved to two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
2、 Special tips on investment risk at the initial stage of gem IPO
The issuance price of 86.06 yuan / share corresponds to the lower audited net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2020, and the diluted P / E ratio is 104.09 times, It is 18.28 times higher than the average monthly static P / E ratio of "F51 wholesale industry" released on December 14, 2021 (T-3), and 182.67 times lower than the arithmetic average of the static P / E ratio of comparable companies in the same industry after deducting non profits in 2020. There is a risk that the decline of the issuer's share price will bring losses to investors in the future.
There is a risk in this issuance that the acquisition of raised funds leads to a significant increase in the scale of net assets, a decline in the rate of return on net assets, and 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. The issuer and the recommendation institution (lead underwriter) remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
Investors should fully understand the risk and rationally participate in the trading of new shares. Specifically, the risks associated with investing in the company's shares include but are not limited to the following:
(i) Relaxation of price limit
On the main board of Shenzhen Stock Exchange, the increase limit ratio on the first day of IPO is 44%, the decrease limit ratio is 36%, and the increase and decrease limit on the next trading day is 10%.
The competitive trading of GEM stocks is subject to a wide range of price limits. For stocks listed in the initial public offering, there is no limit on the proportion of price rise and decline in the first five trading days after listing, and the proportion of price rise and decline thereafter is 20%; Gem further relaxed the restrictions on the rise and fall of stocks in the early stage of listing, and increased the trading risk.
（2） The number of circulating shares is small
After the issuance, the total share capital of the company is 86666668 shares, of which 20136997 shares are tradable without sale conditions, accounting for 23.23% of the total share capital after the issuance. At the initial stage of listing, the number of circulating shares is small, and there is a risk of insufficient liquidity.
（3） This offering may have the risk of falling below the offering price after listing
Investors should pay full attention to the risk factors contained in the pricing marketization, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) can not guarantee that the stock will not fall below the issue price after listing.
（4） The stock can be used as the subject matter of margin trading on the first day of listing
GEM stocks can be used as the subject of margin trading on the first day of listing, which may produce certain price fluctuation risk, market risk, margin call risk and liquidity risk. Price fluctuation risk means that margin trading will aggravate the price fluctuation of the underlying stock; Market risk means that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the changes in the original stock price, but also the risks caused by the changes in the stock price of new investment, and pay corresponding interest; Margin increase risk means that investors need to monitor the guarantee ratio level throughout the transaction process to ensure that it is not lower than the maintenance margin ratio required by margin trading; Liquidity risk means that when the price of the underlying stock fluctuates violently, the financing purchase of securities or the repayment of securities sales, the sale of securities or the repayment of securities may be blocked, resulting in greater liquidity risk.
（5） The risk of high P / E ratio and the average level of the same industry
The issuing price of this offering is 86.06 yuan / share, which does not exceed the median and weighted average of offline investors' quotations after excluding the highest quotation, as well as the securities investment fund, national social security fund, basic old-age insurance fund established through public offering after excluding the highest quotation The enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund quotation median and weighted average in accordance with the measures for the administration of the use of insurance funds, whichever is lower, is 92.8082 yuan / share; According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is "F51 wholesale industry". China Securities Index Co., Ltd. was established on December 14, 2021 The average static P / E ratio of the industry in the latest month released on (T-3) was 18.58 times, and the diluted average p / E ratio of parent net profit after deducting non recurring profit and loss of comparable companies in the same industry in 2020 was 182.67 times. The lower diluted P / E ratio of parent net profit after deducting non recurring profit and loss in 2020 corresponding to this issuance was 104.09 times, higher than that issued by China Securities Index Co., Ltd The average static P / E ratio of cloth industry in the last month is lower than the average static P / E ratio of comparable companies after deducting non profits in 2020. There is a risk that the decline of the issuer's share price will bring losses to investors in the future. There is a risk in this issuance that the acquisition of raised funds leads to a significant increase in the scale of net assets, a decline in the rate of return on net assets, and 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. The issuer and the recommendation institution (lead underwriter) remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
3、 Special risk tips
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of "section IV Risk Factors" in the prospectus of the company, and pay special attention to the following risk factors: (I) the risk of intensified industry competition and competition failure
In recent years, with the rapid development of the company's life science reagent and science service industry, the competition in the field of life science reagent has become more and more fierce. In the international market, Foreign brands such as Merck KGaA, Thermo Fisher, Danaher and ivanto (avantor) and others have a long history of development, occupy a dominant position in the market, generally have a large scale and a complete range of products. From the perspective of the Chinese market, the company faces different types of competitors, including the same comprehensive service providers, professional products or service companies in subdivided fields and a large number of regional dealers. In the face of increasing industry competition, if the company can not If we continue to expand capital strength, improve sales channel construction, strengthen R & D capacity and improve personnel technology and service level, we may face the risk of competitive failure such as decline in market competitiveness, loss of customers, decline in market share and brand awareness.
（2） Risk of supplier termination
The company and some suppliers, such as Andy Biotechnology (Shanghai) Co., Ltd., motianni Trading (Shanghai) Co., Ltd., Kaijie enterprise management (Shanghai) Co., Ltd., Beijing Zhongyuan Heju economic and Trade Co., Ltd. (later renamed "Beijing Zhongyuan Heju Biotechnology Co., Ltd.") ）The minimum purchase amount for a specific period is agreed in the overall agreement. If the company fails to complete relevant procurement indicators within the period agreed in the contract, the supplier may unilaterally terminate the agreement in advance. During the reporting period, the cooperation relationship between the company and major suppliers was stable, but it does not rule out the risk that the company may not be able to continuously complete the procurement indicators or compete with suppliers due to the increase of supplier procurement indicators, the intensification of competition in the industry where the company is located or the integration of suppliers in the future, which may affect the cooperation between the company and major suppliers.
（3） Risk of direct selling substitution of major brand manufacturers
Brand number of life science reagents, instruments and consumables sold by the company from 2018 to 2020
