Guangdong taienkang Pharmaceutical Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
hot tip
Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as the “issuer”, “company” or “taienkang”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]) Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online issuance”), 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), detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142) The rules for the administration of offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212) and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering and listing on GEM.
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “offline issuance electronic platform”). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
This offering is applicable to the special provisions on the issuance and underwriting of Securities for initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 18, 2021 Detailed rules for the implementation of IPO and underwriting business of Shenzhen Stock Exchange gem (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange, specifications for IPO underwriting under the registration system issued by China Securities Association (czxf [2021] No. 213) The management rules for offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212) requires investors to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.
Investors are kindly requested to pay attention to the provisions on the issuance method, issuance process, callback mechanism, online and offline subscription and payment, disposal of share abandonment, suspension of issuance, etc. the specific contents are as follows:
1. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Guangdong taienkang Pharmaceutical Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results of investors who do not meet the requirements, By consensus, all placing objects whose proposed purchase price is higher than 23.23 yuan / share (excluding 23.23 yuan / share) will be eliminated; The placing objects with the proposed subscription price of 23.23 yuan / share and the number of subscription less than or equal to 9.3 million shares will be eliminated until the total amount of subscription eliminated is not less than 1% of the total amount of offline investors. A total of 112 placing objects were excluded in the above process, and the total number of shares to be purchased was 1214.6 million, accounting for 1.004% of the total number of 1209902 million shares to be purchased after excluding the quotation of unqualified investors in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. See the part marked “high price elimination” in the “attached table: statistical table of investor quotation information” of this announcement for the specific elimination.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s industry, market conditions, the valuation level of Listed Companies in the same industry, the demand for raised funds, underwriting risks and other factors, and negotiate to determine that the issuance price is 19.93 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 18, 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 the same as March 18, 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.
3. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”), the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation 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”) in accordance with the measures for the administration of the use of insurance funds and other provisions, whichever is lower, is 199307 yuan / share. According to item (IV) of Article 39 of the implementation rules, the relevant subsidiary of the sponsor Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”) does not need to participate in this strategic placement, and all the shares initially invested by Zhengyu investment will be transferred back to offline issuance.
4. Strategic placement: the initial strategic placement of this issuance was 8.865 million shares, accounting for 15.00% of this issuance. The offering price does not exceed the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, the relevant subsidiaries of the sponsor need not participate in this strategic placement.
According to the final price, the final strategic placement quantity of the special asset management plan Guotai Junan Securities Co.Ltd(601211) Junxiang gem taienkang No. 1 strategic placement collective asset management plan (hereinafter referred to as “taienkang No. 1 asset management plan”) for the senior management and core employees of the issuer is 5435022 shares.
To sum up, the initial strategic placement number of this issuance is 8.865 million shares, accounting for 15.00% of this issuance.
The final number of strategic placements was 5435022 million shares, accounting for 9.20% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement of 3429978 million shares will be transferred back to offline issuance.
Finally, the issuance is carried out in a combination of directional placement to strategic investors, offline inquiry placement to qualified investors and online pricing issuance to social public investors holding non restricted A-share shares in Shenzhen market or the market value of non restricted depositary receipts.
5. If the shares are listed on the Shenzhen Stock Exchange in the current public offering period, they can be circulated without restrictions from the date of the current public offering period.
The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
In terms of strategic placement, taienkang No. 1 asset management plan promises that the restricted sale period of its allocated shares is 12 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange. After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
6. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase new shares on their behalf.
7. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on March 18, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.
8. Offline investors shall, in accordance with the announcement on the initial placement results of Guangdong taienkang Pharmaceutical Co., Ltd. in its initial public offering of shares and listing on the gem (hereinafter referred to as the announcement on the preliminary placement results of offline issuance), according to the finally determined issuance price and preliminary placement quantity before 16:00 on March 22 (T + 2), 2022, Pay the subscription funds for new shares in full and on time.
The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After winning the lottery of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of Guangdong taienkang Pharmaceutical Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient new share subscription funds on March 22 (T + 2) 2022, The insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
9. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
10. If the offline investor who provides effective quotation fails to participate in the subscription or the offline investor who obtains the preliminary placement fails to pay the subscription amount in time and in full, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The number of violations of the placing object in the scientific and technological innovation board, gem, motherboard and other sectors shall be calculated together. During the period of being included in the restricted list, the placing object shall not participate in the offline inquiry and placement of projects related to science and innovation board, gem, motherboard and other sectors.
If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant’s latest declaration of abandonment of subscription.
11. The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally, Please carefully read the special announcement on investment risks of initial public offering and listing on gem of Guangdong taienkang Pharmaceutical Co., Ltd. published in China Securities News, Shanghai Securities News, securities times and Securities Daily on March 17, 2022 (t-1), fully understand the market risks and prudently participate in this new share offering.
Valuation and investment risk tips
1. According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is wholesale industry (F51). Please refer to the “F51 static index of China Securities Industry” issued by investors as of February 15, 2023, which has been 25 times the average price earnings of the last month. The issuance price of 19.93 yuan / share corresponds to the lower net profit diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 30.84 times higher than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on March 15, 2022 (T-3), with an excess range of 68.99%. There are four reasons as follows: 1 According to the guidelines on industry classification of listed companies issued by the CSRC, the industry of the issuer is “wholesale industry (F51)”; At the same time, the issuer belongs to a comprehensive pharmaceutical company. The drug R & D, production and sales business of the issuer belongs to “pharmaceutical manufacturing industry (C27)”, the agent sales business of drugs and medical devices belongs to “wholesale industry (F51)”, and the production and sales business of medical supplies such as masks belongs to “special equipment manufacturing industry (C35)”. In 2018, 2019, 2020 and January June 2021, the revenue of the issuer’s self-produced products accounted for 23.30%, 21.12%, 54.40% and 47.59% respectively, and the proportion of self-produced products increased significantly. 2. The comprehensive gross profit margin of the issuer was 54.82% in 2020, and the average gross profit margin of 93 companies in the “wholesale industry (F51)” industry was 12.93% in 2020. The profitability of the issuer was significantly higher than that of Listed Companies in the same industry; The issuer’s core products, aiting Jiu, Hewei Zhengchang pill and voritin, have high gross profit margin, good market competition pattern and certain potential, which will effectively support the issuer’s profitability. 3. With the goal of becoming an innovation driven comprehensive pharmaceutical enterprise, relying on the stable cash flow generated by the agency operation business, the issuer takes the independent research and development of drugs as the key measure to improve its core competitiveness, and establishes the key technology platform of functional excipients and nano drug delivery, the key technology platform of biomacromolecule drugs and the development of generic drugs Consistency evaluation technology platforms are three major pharmaceutical R & D technology platforms. In 2018, docetaxel polymer micelles for injection (chemical drugs category 2.2) independently developed by the issuer obtained clinical trial approval, which is the first enterprise in China to obtain clinical trial approval for docetaxel polymer micelles for injection. In the same year, the issuer reached cooperation with Shanghai kaimao, a subsidiary of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) holding company. Shanghai kaimao was responsible for the follow-up clinical treatment of docetaxel polymer micelles for injection
