Suzhou fujilai Pharmaceutical Co., Ltd
Initial public offering and listing on GEM
Preliminary inquiry and promotion announcement
Sponsor (co lead underwriter): Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Co lead underwriter: Guotai Junan Securities Co.Ltd(601211)
hot tip
Suzhou fujilai Pharmaceutical Co., Ltd. (hereinafter referred to as “fujilai”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]) (hereinafter referred to as the “Registration Measures”), special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as the “special provisions”), Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) promulgated the detailed rules for the implementation of the issuance and underwriting business of initial public offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as “detailed rules for the implementation”) Detailed rules for the implementation of offline issuance of initial public offering in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”), detailed rules for the implementation of online issuance of initial public offering in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”), Relevant laws and regulations issued by the China Securities Association, such as the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213), the rules for the administration of offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212), the rules for the placement of initial public offerings (Zhong Zheng Xie Fa [2018] No. 142), etc Regulatory provisions, self-discipline rules and other documents shall organize the implementation of IPO and listing on GEM.
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution (co lead underwriter)”, “recommendation institution”) serves as the recommendation institution (co lead underwriter) of this offering Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) is the joint lead underwriter of this offering. (China Eastern Investment Bank and Guotai Junan Securities Co.Ltd(601211) are collectively referred to as “joint lead underwriters”).
The initial inquiry and offline issuance of the issued shares 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.). Investors are invited to carefully read this announcement. For details of preliminary inquiry and offline subscription, please refer to the website of Shenzhen Stock Exchange (www.szse. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to focus on the issuance process, callback mechanism, online and offline subscription and payment, suspension of issuance, disposal of share abandonment, etc. of this issuance. The specific contents are as follows:
1. The offline issuance and Subscription Date and online subscription date are the same as March 17, 2022 (t day), in which 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 March 17, 2022 (t day).
2. All offline investors who intend to participate in this preliminary inquiry and meet the conditions of relevant investors must register and submit verification materials before 12:00 on March 10 (T-5) 2022 according to relevant requirements. When registering and submitting verification materials, please log in to the offline investor management system of China Eastern Investment Bank (website: https://emp.orientsec-ib.com. ）。
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 non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
The joint lead underwriters are responsible for organizing and implementing the strategic placement, preliminary inquiry and online and offline issuance of this offering. The preliminary inquiry and offline issuance are implemented through the offline issuance electronic platform of Shenzhen Stock Exchange and the registration and settlement platform of China Clearing Shenzhen Branch, and the online issuance is implemented through the trading system of Shenzhen Stock Exchange. Online investors are requested to carefully read this announcement and the implementation details of online issuance published by Shenzhen stock exchange.
This offering does not arrange strategic placement to other external investors. If the determined issuance price exceeds the median and weighted average of offline investors’ quotation after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”) and national social security fund (hereinafter referred to as “social security fund”) established through public offering after excluding the highest quotation The lower of the median and weighted average of the quoted prices of the basic endowment insurance fund (hereinafter referred to as “pension”), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) and the insurance fund (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, The relevant subsidiaries of the sponsor (co lead underwriter) of this offering will participate in the strategic placement of this offering in accordance with relevant regulations. The main follow-up investor is Shanghai Orient Securities Company Limited(600958) Innovation Investment Co., Ltd. See “II. Strategic placement” in this announcement for details of strategic placement.
4. The price will not be determined directly through the cumulative inquiry of the main underwriter and the joint underwriter.
5. Preliminary inquiry: the preliminary inquiry time of this issuance is 9:30-15:00 on March 11, 2022 (T-4). Within the above-mentioned time, qualified offline investors can fill in and submit the proposed purchase price and quantity through the offline issuance electronic platform of Shenzhen Stock Exchange.
Before this preliminary inquiry, offline investors shall submit the pricing basis and the suggested price or price range given in the internal research report through the offline issuance electronic platform of Shenzhen Stock Exchange. Offline investors who fail to submit the pricing basis and suggested price or price range before the inquiry shall not participate in this inquiry.
6. Offline issuance objects: the offline issuance objects are securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and qualified private fund managers and other professional institutional investors registered with the China Securities Association.
7. The price to be quoted by the investor for the next online subscription shall include the price to be quoted by the investor for the next online subscription at the same time, and the price to be quoted by the investor for the next online subscription shall be the same as the price to be quoted by the investor for the next online subscription. 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 its entirety. If the quotation needs to be adjusted due to special reasons, the quotation decision-making procedure shall be performed again, and the logical calculation basis of the reason for price change and the range of price change shall be filled in on the offline issuance electronic platform of Shenzhen Stock Exchange, as well as whether the previous quotation has insufficient pricing basis and incomplete quotation decision-making procedure, and the relevant materials shall be archived for future reference.
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 8 million shares.
The maximum number of shares subscribed by each placing object in this offline issuance is 8 million shares, accounting for about 52.49% 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 price and quantity to be purchased. When participating in the preliminary inquiry, please pay special attention to whether the proposed subscription amount corresponding to the declared price and the proposed subscription quantity exceeds the asset scale or capital scale on the fifth working day before the preliminary inquiry date provided to the joint lead underwriters and reported on the offline issuance electronic platform of Shenzhen Stock Exchange, i.e. March 4, 2022 (T-9). If the joint lead underwriter finds that the placing object does not comply with the industrial regulatory requirements and exceeds the corresponding asset scale or capital scale in the asset certificate submitted to the joint lead underwriter, the subscription of the placing object is invalid.
Investors participating in the offline inquiry of fujilai should pass the asset certification materials through the offline investor management system of Dongfang investment bank before 12:00 on March 10 (T-5) 2022（ https://emp.orientsec-ib.com. ）To the co lead underwriters. If the investor refuses to cooperate in the verification, fails to submit relevant materials completely, or the materials submitted are not enough to exclude its participation in the offline issuance prohibited by laws, regulations and normative documents, the issuer and the co lead underwriter will refuse its participation in the offline issuance, treat its quotation as an invalid quotation, or refuse the placement, It is also disclosed in the announcement of Suzhou fujilai Pharmaceutical Co., Ltd. on initial public offering and listing on the gem (hereinafter referred to as the “issuance announcement”). 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, the 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 “fujilai 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 truthfully submit the proof materials of asset scale or capital scale, and strictly abide by the industrial regulatory requirements. The subscription amount shall not exceed the proof materials of asset scale of the placing object submitted to the joint lead underwriters and the corresponding asset scale or capital scale in the summary of asset scale of the placing object, Ensure that the total asset data filled in the asset scale summary of the placing object shall be consistent with the amount in the asset scale certification materials submitted. The data of asset scale or capital scale shall be based on the fifth day before the preliminary inquiry date
Once an offline investor makes a quotation, it shall be deemed as a commitment that the asset scale certification materials uploaded by it in the offline investor management system of China Eastern Investment Bank and the corresponding asset scale or capital scale in the summary of asset scale of placement object filled in are consistent with the data submitted on the offline issuance electronic platform of Shenzhen Stock Exchange; In case of inconsistency, the consequences shall be borne by offline investors.
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 must issue an electronic platform offline of the Shenzhen Stock Exchange before making a quotation（ https://eipo.szse.cn. ）Truthfully fill in the asset scale or capital scale as of March 4, 2022 (T-9). The asset scale or capital scale filled in by the investor shall be consistent with the amount in the asset scale or capital scale certification materials submitted to the joint lead underwriters.
Investors shall strictly comply with the regulatory requirements of the industry and 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 joint lead underwriters.
8. Provisions on offline rejection ratio: according to the preliminary inquiry results after excluding invalid quotations, the issuer and the joint lead underwriters offer all qualified placing objects from high to low according to the proposed purchase price, from small to large according to the proposed purchase quantity of placing objects at the same proposed purchase price, from last to first according to the proposed purchase time at the same proposed purchase price For the same proposed purchase price, the same proposed purchase quantity and the same purchase time, the placement objects are sorted from back to front according to the order automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange. The quotation of the placement objects with the highest quotation in the proposed purchase quantity is excluded, and the excluded part is 1% of the total amount of proposed purchase by all offline investors after excluding invalid quotation. When the lowest price in the highest declared price to be excluded is the same as the determined issue price, the Declaration on this price will not be excluded. The excluded part shall not participate in offline subscription.
After excluding the highest part of the offer, the issuer and the joint lead underwriters carefully and reasonably determine the issue price, final issue quantity, effective offer investors and effective proposed purchase quantity by considering the remaining offer and the proposed purchase quantity, the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks. The number of effective offline investors determined by the issuer and the joint lead underwriters in accordance with the above principles shall not be less than 10.
Effective quotation refers to the quotation declared by offline investors that is not lower than the issuance price determined by the issuer and the joint lead underwriters, which is not excluded as the highest quotation, and meets other conditions determined and announced by the issuer and the joint lead underwriters in advance. Offline investors who submit valid quotations during the preliminary inquiry can and must participate in offline subscription. The co lead underwriters have hired Shanghai Jinmao Kaide law firm to witness the whole process of this issuance and underwriting, and will express clear opinions on the compliance and effectiveness of offline investor qualification, inquiry, pricing, placement, fund transfer, information disclosure and other relevant situations.
9. Investment risk prompt arrangement: after the preliminary inquiry, if the issuance price determined by the issuer and the joint lead underwriter exceeds the median of the remaining effective quotation after excluding the highest quotation part of the offline investors disclosed in the issuance announcement
