Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
The application of Shouyao Holdings (Beijing) Co., Ltd. (hereinafter referred to as the “issuer” and “Shouyao Holdings”) for the initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (hereinafter referred to as the “issuance”) was examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) on August 3, 2021, It has been approved for registration by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in document zjxk [2022] No. 258.
After negotiation between the issuer and the sponsor (lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” and “sponsor (lead underwriter)”), the number of shares issued this time is 37.18 million, all of which are new shares issued to the public. The issuance will be implemented through the trading system of Shanghai Stock Exchange and the offline subscription electronic platform on March 14, 2022 (t day). The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1. This offering adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) and offline inquiry placement to qualified investors (hereinafter referred to as “offline issuance”) Online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market.
Strategic placement, preliminary inquiry and online and offline issuance shall be organized by China Securities Co.Ltd(601066) securities. Strategic placement is conducted at China Securities Co.Ltd(601066) securities office; The preliminary inquiry and offline issuance shall be implemented through the offline subscription electronic platform of Shanghai Stock Exchange; Online issuance is carried out through the trading system of Shanghai Stock Exchange.
2. The issuer and the recommendation institution (lead underwriter) will directly determine the issuance price through the offline preliminary inquiry, and the 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 exclusion rules stipulated in the announcement on the arrangement and preliminary inquiry of initial public offering of shares by Shouyao Holdings (Beijing) Co., Ltd. and listing on the science and innovation board, after excluding the preliminary inquiry results of investors who do not meet the requirements, Eliminate all placing objects whose proposed purchase price is higher than 70.03 yuan / share (excluding 70.03 yuan / share); Among the placing objects with the proposed purchase price of 70.03 yuan / share, all placing objects with the purchase quantity of less than 14 million shares are eliminated; If the proposed subscription price is 70.03 yuan / share, the number of subscription is 14 million shares, and the subscription time is 14:47:39.394 on March 9, 2022, four 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 105 placing objects are excluded, and the total number of shares to be purchased is 574.7 million, accounting for 1.0175% of the total number of 564808 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 recommendation institution (lead underwriter) comprehensively evaluated the issuer’s reasonable investment value, the number of shares in this public offering, the secondary market valuation level of comparable companies, the secondary market valuation level of their industry, market conditions, the demand for raised funds and underwriting risks, and negotiated and determined that the offering price is 39.90 yuan / share, Offline issuance will no longer conduct cumulative bidding inquiry.
The price of this offering is higher than the median and weighted average of the remaining quotations of all 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 average investment range of Social Security Fund (hereinafter referred to as “social security fund”) and pension fund manager (hereinafter referred to as “pension fund”) is 14.07%, whichever is lower.
Investors are requested to make online and offline subscription at this price on March 14, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. Among them, 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 issuance 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 characteristics of the issuer’s industry as the valuation index.
The issue price is 39.90 yuan / share, and the corresponding market research rate is:
(1) 52.34 times (the R & D cost per share is calculated by dividing the R & D cost audited by the accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(2) 69.78 times (the R & D cost per share is calculated by dividing the R & D cost audited by the accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance).
6. The issue price is 39.90 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) The offering price is 39.90 yuan, which is higher than the median and weighted average of the remaining quotations of all 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 quotation and the weighted average 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 349800 yuan, with an excess of 14.07%.
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 and listing of Shouyao Holdings (Beijing) Co., Ltd. on the science and Innovation Board (hereinafter referred to as the “issuance announcement”).
(2) The offering price is 39.90 yuan / share, and the corresponding market research rate of the issuer after dilution in 2020 is 69.78 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 recommendation institution (lead underwriter) remind investors to pay 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 (c). As of March 9 (T-3) 2022, the average static P / E ratio of pharmaceutical manufacturing (C27) released by China Securities Index Co., Ltd. in the latest month was 35.38 times.
The details of the market research rate of listed companies whose main business and business model are similar to those of the issuer are as follows:
Securities code securities abbreviation market value of the company market research rate corresponding to R & D expenses in 2020
(RMB 100 million) (RMB 100 million) (Times)
Betta Pharmaceuticals Co.Ltd(300558) .SZ Betta Pharmaceuticals Co.Ltd(300558) 219.70 3.63 60.55
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) .SH Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 87.12 3.14 27.73
Shanghai Allist Pharmaceuticals Co.Ltd(688578) .SH Shanghai Allist Pharmaceuticals Co.Ltd(688578) 99.59 1.78 55.96
Shenzhen Chipscreen Biosciences Co.Ltd(688321) .SH Shenzhen Chipscreen Biosciences Co.Ltd(688321) 103.50 0.92 112.15
2616. HK cornerstone pharmaceutical 52.13 14.05 3.71
9969.hk nuocheng Jianhua 126.26 4.03 31.35
Average 48.57
Note 1: the data source is wind information, and the data is as of March 9, 2022 (T-3);
Note 2: the conversion rate is the middle rate of the exchange rate between Hong Kong dollar and RMB published by the people’s Bank of China on March 9, 2022 (T-3), and Hong Kong dollar to RMB 0.8080; The unequal tail difference of the mean value is caused by rounding.
(3) After the price of this offering is determined, the number of investors who have submitted effective offers for this offline offering is 111, the number of placement objects managed is 1466, and the total number of effective proposed subscriptions is 144987 million shares, which is 513.10 times of the initial offline offering scale before call back.
(4) The fund-raising demand amount disclosed in the letter of intent for initial public offering of shares and listing on the science and Innovation Board of Shouyao Holdings (Beijing) Co., Ltd. is 2 million yuan. The offering price is 39.90 yuan / share, and the corresponding financing scale is 1483482 million yuan, which is lower than the above-mentioned fund-raising demand amount.
(5) 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 the risk that the stock price may fall below the issue price after the stock is listed, effectively improve the risk awareness, strengthen the concept of value investment, and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) cannot guarantee that the share price will not fall below the issue price after the stock is listed.
7. The issuer expects to use the raised funds of 2 million yuan for this raised investment project. Based on the issuance price of 39.90 yuan / share and the number of new shares issued of 37.18 million shares, if the issuance is successful, the total amount of funds raised by the issuer is expected to be 1483482 million yuan, after deducting the issuance expenses of about 1093832 million yuan (excluding tax) (the above expenses include 5.0849 million yuan that has been included in the profit and loss of the issuer in the early stage), It is estimated that the net amount of raised funds is 1374098800 yuan (if there is a mantissa difference, it is caused by rounding).
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. The shares issued online this time have no circulation restrictions and the arrangement of the restricted sale period, and 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.
For offline issuance, the public offering products, pensions, social security funds, enterprise annuity funds established in accordance with the measures for the administration of enterprise annuity funds The final allocated account (rounded up) of 10% of the placement objects such as insurance funds and QFII funds that meet the relevant provisions of the measures for the administration of the use of insurance funds and other relevant provisions shall promise that the holding period of the shares allocated this time is 6 months from the date of the issuer’s initial public offering and listing, The aforesaid placing object account will be determined by lottery.
In terms of strategic placement, the restricted period of shares allocated to China Securities Co.Ltd(601066) investment is 24 months, which is calculated from the date of listing of the shares publicly issued 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, investors can only choose offline issuance or online issuance for subscription. All investors participating in offline quotation, subscription and placement shall no longer participate in online subscription; If investors participate in offline and online subscription at the same time, the online subscription part is invalid.
11. After the issuance, the shares can only be publicly listed and traded on the Shanghai Stock Exchange after being approved by 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 in 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 dialed 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 Article 27 of the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange: if the CSRC and the Shanghai Stock Exchange find that there are suspected violations or abnormalities in the process of securities issuance and underwriting, they may order the issuer and underwriter to suspend or suspend the issuance, 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 and other matters. After the 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. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will determine whether to enable the callback mechanism according to the overall subscription, and adjust the number of online and offline issuance. For the specific callback mechanism, please refer to “II. (V) online and offline callback mechanism” in the issuance announcement.
14. According to the initial public offering of Beijing Shouying Holding Co., Ltd
