Heyuan Biotechnology (Shanghai) Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
Co lead underwriter: Guotai Junan Securities Co.Ltd(601211)
The application of Heyuan Biotechnology (Shanghai) Co., Ltd. (hereinafter referred to as “Heyuan biotechnology”, “issuer” or “company”) for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange, It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 61).
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering, and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) serves as the joint lead underwriter of this offering ( Haitong Securities Company Limited(600837) and Guotai Junan Securities Co.Ltd(601211) collectively referred to as “joint lead underwriters”).
In this offering, the online pricing issuance to the social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market and the offline inquiry and placement to qualified offline investors will be implemented through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and the offline subscription electronic platform on March 11, 2022 (T).
The issuer and the co lead underwriters specially draw the attention of investors to the following contents:
1. 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 strategic placement, preliminary inquiry and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter). Strategic placement is conducted at Haitong Securities Company Limited(600837) ; The preliminary inquiry and offline issuance are through the offline subscription electronic platform of Shanghai Stock Exchange（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is implemented through the trading system of Shanghai Stock Exchange.
In this offering, the selection of strategic placement investors is comprehensively determined as follow-up investment of relevant subsidiaries of the sponsor (the follow-up investment institution is Haitong innovation Securities Investment Co., Ltd.) and other strategic investors after considering the qualification of investors and market conditions, The types of other strategic investors are: large enterprises or their subordinate enterprises that have strategic cooperative relationship or long-term cooperative vision with the issuer.
2. The issuer and the co lead underwriters directly determine the issuance price through preliminary inquiry from qualified offline investors, and offline bidding will not be conducted accumulatively.
3. After the preliminary inquiry, the issuer and the joint lead underwriters reach an agreement through consultation in accordance with the exclusion rules agreed in the announcement on the issuance arrangement and preliminary inquiry of Heyuan Biotechnology (Shanghai) 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”), Eliminate all placing objects whose proposed purchase price is higher than 17.71 yuan / share (excluding 17.71 yuan / share); Among the placing objects with the proposed purchase price of 17.71 yuan / share, all placing objects with the purchase quantity of less than 28 million shares are eliminated; For the placing objects with the proposed subscription price of 17.71 yuan / share, the number of 28 million shares and the subscription time of 14:43:17.360 on March 8, 2022, 24 placing objects will be removed from the order from the back to the front according to the placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange. A total of 125 placing objects are excluded from the above, and the total number of shares to be applied for is 242.13 million, accounting for 1.0071% of the total number of 2404308 million shares declared after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
4. Based on the preliminary inquiry results, the issuer and the joint lead underwriters negotiated and determined that the offering price is 13.23 yuan / share, and the offline offering will not conduct cumulative bidding inquiry, taking into account the issuer’s fundamentals, the number of shares in the public offering, the issuer’s industry, the valuation level of comparable listed companies, market conditions, the demand for raised funds and underwriting risks.
Investors are requested to make online and offline subscription at this price on March 11, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The offline issuance and Subscription Date and online subscription date are March 11, 2022 (t day), of which 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. The issue price is 13.23 yuan / share, and the corresponding P / E ratio is:
(1) 55.08 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before this issuance);
(2) 195.06 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(3) 69.09 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance);
(4) 244.67 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance).
6. The issue price is 13.23 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) The offering price is 13.23 yuan / share, which is lower than the median and weighted average of the remaining quotations of offline investors after excluding the highest quotation, as well as securities investment funds and other partial share asset management products established by public offering (hereinafter referred to as “public offering products”) The lower of the median and weighted average of the remaining Quotations (hereinafter referred to as “four numbers”) of the social security fund (hereinafter referred to as “social security fund”) and the basic endowment insurance fund (hereinafter referred to as “pension”) managed by the social security fund investment manager is 132398 yuan.
Investors are reminded to pay attention to the difference between the offering price and the quotation of offline investors. The quotation of offline investors is published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement on initial public offering of shares and listing on the science and Innovation Board of Heyuan Biotechnology (Shanghai) Co., Ltd. (hereinafter referred to as the “issuance announcement”).
(2) The issuance price of 13.23 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 244.67 times higher than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd., and there is a risk of loss to investors due to the decline of share price in the future. The issuer and the co lead underwriter remind investors to focus on investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally.
According to the industry classification guidelines of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the company is research and experimental development (industry code is “M73”). As of March 8, 2022 (T-3), the average static P / E ratio of research and experimental development (Industry Code “M73”) released by China Securities Index Co., Ltd. in the latest month was 71.72 times.
As of March 8, 2022 (T-3), the P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
In 2020, deduct the static securities code corresponding to the T-3 day shares deducted in 2020. The securities are referred to as non front EPS non back EPS ticket closing price state p / E ratio – state p / E ratio – (yuan / share) (yuan / share) (yuan / share)
(2020A) (2020A)
Porton Pharma Solutions Ltd(300363) .SZ Porton Pharma Solutions Ltd(300363) 0.5961 0.5296 82.54 138.46 155.84
Asymchem Laboratories (Tianjin) Co.Ltd(002821) .SZ Asymchem Laboratories (Tianjin) Co.Ltd(002821) 2.7317 2.4361 327.75 119.98 134.54
Wuxi Apptec Co.Ltd(603259) .SH Wuxi Apptec Co.Ltd(603259) 1.0015 0.8069 98.18 98.03 121.67
2269. HK Yaoming biology 0.4006 – 55.90 139.53-
1548. HK kingsson -0.0975 – 26.35 —
Physical technology
Mean 124.00 137.35
Data source: wind, as of March 8, 2022 (T-3)
Note 1: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding;
Note 2: calculation criteria of EPS before / after deduction of non recurring profit and loss in 2020: net profit attributable to the parent company before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 (March 8, 2022);
Note 3: Yaoming biology and kingship biotechnology are listed companies in Hong Kong stock market, with no net profit after deduction. The unit of EPS and closing price is Hong Kong dollars.
The diluted P / E ratio of the issuer corresponding to the issuance price of 13.23 yuan / share in 2020 before and after deducting non recurring profits and losses is 244.67 times, which is higher than the average level of static P / E ratio corresponding to the net profit of comparable companies in the same industry before deduction and higher than the average level of static P / E ratio corresponding to the net profit of comparable companies in the same industry after deduction, 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 co lead underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment rationally. (3) Investors are reminded that after the issuance price is determined, 184 investors have submitted effective quotations for the offline issuance, 5948 placing objects have been managed, and the total number of effective proposed subscriptions is 13155530000 shares, 234920 times of the initial offline issuance scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent of Heyuan Biotechnology (Shanghai) Co., Ltd. for initial public offering and listing on the science and innovation board is 120 million yuan. The offering price is 13.23 yuan / share, and the corresponding financing scale is 1323 million yuan, which is higher than the above-mentioned fund-raising demand amount, The remaining funds after the actual net raised funds meet the needs of the raised investment project will be used for the working capital related to the company’s main business or used in accordance with the relevant provisions of the regulatory authority.
(5) The pricing of this offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the joint lead underwriter negotiate and determine the price of this offering according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, the issuer’s industry, market conditions, fund-raising needs, underwriting risks and other factors. Any investor who participates in the subscription shall be deemed to have accepted the issue price; If there is any objection to the pricing method and price of the offering, it is recommended not to participate in this offering.
(6) Investors should pay full attention to the risk factors contained in the marketization of pricing, understand that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and co lead underwriters cannot guarantee that the shares will not fall below the issue price after listing.
7. It is estimated that 120 million yuan will be raised by the issuer. Based on the issuance price of 13.23 yuan / share and the number of new shares issued of 100 million shares, the total amount of funds raised by the issuer is expected to be 132.3 million yuan. After deducting the issuance expenses of 1255356 million yuan (excluding tax), the net amount of funds raised is expected to be 11974644 million yuan. There is a risk that the net asset scale will increase significantly due to the acquisition of raised funds, which 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. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed on the Shanghai Stock Exchange.
In the offline issuance part, public offering products, social security funds, pensions, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds (hereinafter referred to as “enterprise annuity funds”), insurance funds in accordance with the measures for the administration of the use of insurance funds and other relevant provisions (hereinafter referred to as “insurance funds”) and qualified foreign institutional investors’ funds are placed, 10% of the final allocated account (rounded up) shall promise that the restricted period of the shares allocated this time is 6 months from the date of the issuer’s initial public offering and listing. The sales restriction period will be determined by lottery after offline investors complete their payment. The lottery number in the online lower limit sale period will be allocated according to the placing object, and each placing object will be allocated a number. Once offline investors quote, they will be deemed to accept the online lower limit selling period arrangement of this offering.
