Chengda Pharmaceutical Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (lead underwriter): Everbright Securities Company Limited(601788)
hot tip
Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as “Chengda pharmaceutical”, “issuer” or “company”) in accordance with the administrative measures for securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as “administrative measures”) issued by 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 “special provisions”), promulgated by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) Detailed rules for the implementation of IPO and underwriting business of Shenzhen Stock Exchange gem (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules”), detailed rules for the implementation of online IPO of Shenzhen market (SZS [2018] No. 279, hereinafter referred to as the “detailed rules for the implementation of online IPO”) 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”), code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213) and rules for the administration of offline investors of initial public offerings under the registration system issued by China Securities Association (Zhong Zheng Xie Fa [2021] No. 212, hereinafter referred to as the “management rules for offline investors”), the detailed rules for the management of offline investors in initial public offering of shares (Zhong Zheng Xie Fa [2018] No. 142) and other relevant provisions, as well as the relevant stock issuance and listing rules and the latest operation guidelines of Shenzhen Stock Exchange, organize the implementation of the initial public offering of shares and plan to be listed on the gem.
This preliminary inquiry and offline issuance are conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “offline issuance electronic platform”) and the registration and settlement platform of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the “Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). For details on the electronization of offline issuance, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.).
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, disposal of share abandonment and other links. The specific contents are as follows:
1. The offline Subscription Date of this offering is the same as the online subscription date as January 10, 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. Investors do not need to pay subscription funds when making online and offline subscription on January 10, 2022 (t day).
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors, It is required to register and submit verification materials before 12:00 on December 31, 2021 (T-5) in accordance with relevant requirements. When registering and submitting verification materials, please log in to the offline investor reporting platform of Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) “, “sponsor (lead underwriter)” or “lead underwriter”)（ https://ipo.ebscn.com./obm-ipo/#/busi/home ）。
3、 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 the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”) ）Combined.
For the strategic placement of this offering, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement and the follow-up investment of relevant subsidiaries of the sponsor (if any) composition. If the offering price exceeds the median and weighted average of offline investors’ quotations after excluding the highest quotation, as well as the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”) and the basic old-age insurance fund (hereinafter referred to as “social security fund”) “Pensions”) 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”) meeting the provisions of the measures for the administration of the use of insurance funds, whichever is lower, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the relevant provisions.
4. 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.
5. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified overseas institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
6、 Investment Value Research Report: the issuer and the sponsor (lead underwriter) will publish the letter of intent for initial public offering of shares by Chengda Pharmaceutical Co., Ltd. and listing on the gem (hereinafter referred to as the “letter of intent”) on December 29, 2021 (T-7) submit the investment value research report on the offline issuance electronic platform of Shenzhen stock exchange for offline investors’ reference.
7. Preliminary inquiry: the preliminary inquiry time for this offering is 9:30-15:00 on January 4, 2022 (T-4). Within the above time, qualified offline investors can fill in and submit the subscription price and the proposed subscription quantity through the offline issuance electronic platform of Shenzhen Stock Exchange.
Investors participating in the offline inquiry of gem can fill in different quotations for multiple placing objects under their management. Each offline investor can fill in up to 3 quotations, and the highest quotation shall not be higher than 120% of the lowest quotation. The quotation of offline investors and their managed placing objects shall include the price per share and the number of shares to be purchased corresponding to the price. There can only be one quotation for the same placing object. Once the relevant declaration is submitted, it shall not be revoked in full. If the quotation needs to be adjusted for special reasons, the specific reasons shall be filled in on the offline distribution electronic platform.
The minimum change unit of the declared price of offline investors is 0.01 yuan. In the preliminary inquiry stage, the minimum number of offline placement objects to be purchased is set as 1 million shares, and the minimum change unit of the number of offline placement objects to be purchased is set as 100000 shares, that is, the part where the number of offline placement objects designated by offline investors exceeds 1 million shares must be an integral multiple of 100000 shares, The proposed subscription amount of each placing object shall not exceed 7 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 7 million shares, accounting for about 48.67% 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 prudently and reasonably determine the subscription price and quantity. When participating in the preliminary inquiry, Please pay special attention to whether the subscription amount corresponding to the declared price and the subscription quantity exceeds the asset scale or capital scale on December 27, 2021 (T-9) provided to the recommendation institution (lead underwriter) and reported on the offline issuance electronic platform of Shenzhen Stock Exchange. The recommendation institution (lead underwriter) finds that the placing object does not comply with the industrial regulatory requirements and exceeds the amount it provides to the recommendation institution If (the lead underwriter) submits the purchase of the corresponding asset scale or capital scale in the asset certification materials, the purchase of the placing object is invalid.
Investors participating in the offline inquiry of Chengda pharmaceutical shall submit the asset certification materials through the offline investor reporting platform of Everbright Securities before 12:00 on December 31 (T-5) 2021（ https://ipo.ebscn.com./obm-ipo/#/busi/home ）Submit to the recommendation institution (lead underwriter). If the investor refuses to cooperate with the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude that it is prohibited from participating in offline issuance by laws, regulations and normative documents, the issuer and the recommendation institution shall (the lead underwriter) will refuse its participation in this offline offering, treat its quotation as invalid quotation or refuse placement, and publish it in the announcement on the initial public offering of shares and listing on the gem of Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as the “issuance announcement”) ）Disclosed in. If offline investors participate in the offline issuance of new shares in violation of regulations, they shall bear all the responsibilities arising therefrom.
Special tip 1: in order to promote the prudent quotation of offline investors, Shenzhen Stock Exchange has added the pricing basis verification function on the offline issuance electronic platform. Offline investors are required to operate according to the following requirements:
Offline investors need to display “Chengda pharmaceutical’s preliminary inquiry has been started (to be started)” on the offline issuance electronic platform page of Shenzhen Stock Exchange and before 9:30 a.m. of the day of preliminary inquiry, through the offline issuance electronic platform（ https://eipo.szse.cn. ）Submit the pricing basis and fill in the suggested price or price range. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in the inquiry.
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.
Special tip 2: offline investors must report to the sponsor (the lead underwriter) shall truthfully submit the asset scale or capital scale certification materials to ensure that the amount filled in online is consistent with the asset scale or capital scale specified in the corresponding asset scale or capital scale certification materials. Investors shall strictly abide by the industrial regulatory requirements and reasonably determine the purchase scale, and the purchase amount shall not exceed the amount submitted to the sponsor The corresponding asset scale or capital scale in the asset certification materials submitted by (the lead underwriter). Among them, the total assets of public funds, special fund accounts, asset management plans, private funds and other products shall be subject to the total assets of the products on the fifth working day before the preliminary inquiry date (December 27, 2021, T-9); the self operated investment account shall be subject to the description of the capital scale of the self operated account issued by the company (capital scale as of December 27, 2021, T-9) shall prevail. In case that the proposed subscription amount of the placing object exceeds the asset scale or capital scale submitted to the recommendation institution (lead underwriter), the recommendation institution (lead underwriter) has the right to refuse or eliminate the price of the relevant placing object and submit it to the China Securities Association.
Special tip 3: in order to promote the prudent quotation of offline investors and facilitate the verification of the asset scale of offline investors on the gem, offline investors are required to operate according to the following requirements:
During the preliminary inquiry period, investors shall truthfully fill in the asset scale or capital scale as of December 27, 2021 (T-9) in the offline issuance electronic platform of Shenzhen Stock Exchange before quotation. The asset scale or capital scale filled in by investors shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the sponsor (lead underwriter).
Investors shall strictly comply with the regulatory requirements of the industry, reasonably determine the purchase scale, and the purchase amount shall not exceed the corresponding asset scale or capital scale in the asset certification materials submitted to the sponsor (lead underwriter).
8. Regulations on offline rejection ratio: after the preliminary inquiry, The quotations of the issuer and the recommendation institution (lead underwriter) for the placing objects to which all qualified offline investors belong shall be based on the purchase price from high to low, the proposed purchase quantity of the placing objects from small to large at the same purchase price, and the same proposed purchase quantity at the same purchase price shall be based on the reporting time (the reporting time shall be subject to the records of the offline issuance electronic platform of Shenzhen Stock Exchange) from late to early, the same proposed purchase price, the same proposed purchase quantity, and the same purchase time shall be sorted according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock exchange from back to front, excluding the quotation of placing objects with the highest quotation, and the excluded proposed purchase amount shall not be less than the qualified offline investment 1% of the total amount to be subscribed. When the lowest price in the highest declared price to be excluded is the same as the determined issue price, the subscription on this price will not be excluded. The excluded part shall not participate in offline subscription.
After excluding the highest part of the quotation, The issuer and the recommendation institution (lead underwriter) carefully and reasonably determine the issue price, final issue quantity, effective quotation investors and effective proposed purchase quantity by considering the remaining quotation and proposed purchase quantity, the industry in which the issuer is located, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks. The issuer and the recommendation institution (lead underwriter) the number of effective offline investors determined in accordance with the above principles shall not be less than 10.
Effective quotation refers to the issuance price declared by offline investors that is not lower than the issuance price determined by the issuer and the recommendation institution (lead underwriter), which is not excluded as the highest quotation, and meets the requirements of the issuer and the recommendation institution (lead underwriter) the quotation of other conditions determined and announced in advance. Only offline investors who submit valid quotations during the preliminary inquiry period can and must participate in offline subscription. Recommendation institutions (lead underwriter) has hired Shanghai Hansheng law firm to witness the whole process of this offering and underwriting in real time, and will express clear opinions on the compliance and effectiveness of offline investor qualification, inquiry, pricing, placement, fund allocation, information disclosure and other relevant situations.
9. Remind investors to pay attention to investment risks: after the preliminary inquiry, If the issuing price determined by the issuer and the recommendation institution (lead underwriter) exceeds the issuance announcement The lower of the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, and the median and weighted average of the quotations of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, Or the price earnings ratio corresponding to the pricing of this offering is higher than the average price earnings ratio of the secondary market of comparable listed companies in the same industry (the static average price earnings ratio of the same industry in the latest month published by China Securities Index Co., Ltd.), the issuer and the sponsor (lead underwriter) will publish it before online subscription The special announcement on investment risk of Chengda Pharmaceutical Co., Ltd. in initial public offering and listing on GEM (hereinafter referred to as “special announcement on investment risk”) reminds investors to pay attention to investment risks.
10. Restriction period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restriction 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 to be allotted shares
