Chengda Pharmaceutical Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Everbright Securities Company Limited(601788)
hot tip
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, Chengda pharmaceutical belongs to “C27 pharmaceutical manufacturing industry”. As of January 4, 2022 (T-4), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 38.90 times. The issuance price of 72.69 yuan / share corresponds to the issuer’s diluted P / E ratio of the net profit attributable to the shareholders of the parent company in 2020, whichever is lower before and after deducting non recurring profits and losses, which is 83.10 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on January 4 (T-4) 2022, with an excess range of 113.62%. The issuer and the recommendation institution (lead underwriter) remind investors to pay full attention to the risk factors contained in the marketization of pricing, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, avoid blind speculation, carefully study and judge the rationality of issue pricing, and make rational investment decisions.
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 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”) Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as “detailed rules for the implementation of online IPO”), detailed rules for the implementation of offline IPO in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as “detailed rules for the implementation of offline IPO”), The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213), the rules for the administration of offline investors of initial public offerings under the registration system (zxsf [2021] No. 212) issued by the China Securities Association Relevant provisions such as the detailed rules for the administration of offline investors in initial public offering of shares (zsxf [2018] No. 142), as well as relevant provisions such as Shenzhen Stock Exchange’s rules on stock issuance and listing and the latest operation guidelines, organize the implementation of initial public offering of shares 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 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 initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission on September 18, 2021, and the practical implementation rules for the issuance and underwriting of initial public offerings on gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange The code for underwriting of initial public offerings under the registration system (zsxf [2021] No. 213) issued by China Securities Association invites 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 focus on the issuance method, call back mechanism, online and offline subscription and payment, setting of restricted sale period and disposal of share abandonment. The specific contents are as follows:
1. The issuance adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) Offline inquiry placement (hereinafter referred to as “offline issuance”) to qualified offline investors and online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-share shares and market value of non restricted depositary receipts in Shenzhen market.
The strategic placement of this offering is organized and implemented by the sponsor (lead underwriter) Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” or “sponsor (lead underwriter)”); The preliminary inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through 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 “CSDCC Shenzhen Branch”); Online issuance is carried out through the trading system of Shenzhen Stock Exchange.
2. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, according to the preliminary inquiry results and in accordance with the exclusion rules agreed in the announcement on preliminary inquiry and promotion of Chengda Pharmaceutical Co., Ltd. initial public offering of shares and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the quotations of investors who do not meet the requirements, By consensus, the placing objects whose proposed purchase price is higher than 98.00 yuan / share shall be eliminated; The proposed subscription price is 98.00 yuan / share, and all placing objects with the proposed subscription quantity of less than 7 million shares are eliminated; The proposed subscription price is 98.00 yuan / share, and the proposed subscription amount is equal to 7 million shares,
All placing objects whose subscription time is later than 13:15:33:736 on January 4, 2022 are eliminated; Among the placing objects with a proposed subscription price of 98.00 yuan / share, a proposed subscription quantity of 7 million shares and a subscription time of 13:15:33:736 on January 4, 2022, 8 placing objects are excluded from the back to the front according to the order of placing objects automatically generated by the offline subscription platform. A total of 115 placing objects were excluded in the above process, and the total number of proposed shares to be excluded was 4900 million shares, accounting for 1.01% of the total number of proposed shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
3. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the effective subscription multiple, the issuer’s fundamentals, the issuer’s industry, market conditions, the valuation level of comparable listed companies in the same industry, the demand for raised funds and underwriting risks, and negotiate to determine that the issuance price is 72.69 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 January 10, 2022 (t day), and there is no need to pay the subscription fund. The offline issuance and Subscription Date and the online subscription date are the same as January 10, 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.
4. Strategic placement: the issuing price of this offering shall not exceed 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”) The lower of the median quotation and the weighted average 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. Relevant subsidiaries of the sponsor do not need to participate in follow-up investment, and the number of shares initially participated in follow-up investment by relevant subsidiaries of the sponsor will be fully transferred back to offline issuance.
According to the final price, the senior management and core employees of the issuer participated in the special asset management plan established by the strategic placement, and the final number of strategic placement was 907965 shares, accounting for about 3.76% of the number of shares issued this time.
To sum up, the initial number of strategic placement shares issued in this issuance is 3.626105 million shares, accounting for 15.00% of this issuance. According to the final price, the final strategic placement number of this issuance is 907965 shares, accounting for about 3.76% of the total number of this issuance. The difference between the initial strategic placement quantity and the final strategic placement quantity of 2718140 shares will be transferred back to offline issuance.
5. 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 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, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline subscription, they do not need to fill in the arrangement of the sales restriction period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online sales restriction period disclosed in this announcement.
In the part of strategic placement, the senior management and core employees of the issuer participated in the special asset management plan established by the strategic placement, and the restricted period of shares allocated is 12 months. The restricted sale period shall be calculated from the date when the shares issued this time are listed and traded on the Shenzhen Stock Exchange. After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
6. Online investors shall independently express their purchase intention 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 January 10, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. Please refer to “II. (V) callback mechanism” of this announcement for specific arrangements of callback mechanism. 8. Any placing object can only choose one of offline issuance or online issuance for subscription. Any placing object participating in the preliminary inquiry, whether it is a valid quotation or not, shall not participate in the online subscription of new shares. 9. Offline investors shall, in accordance with the announcement on initial public offering of shares by Chengda Pharmaceutical Co., Ltd. and initial placement results of offline issuance listed on GEM (hereinafter referred to as the announcement on initial placement results of offline issuance), pay the subscription funds for new shares in full and on time before 16:00 on January 12, 2022 (T + 2) according to the finally determined issuance price and initial placement quantity.
The bank account of offline investors to transfer subscription funds shall be consistent with the bank account of the placing object registered with the association. 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 circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object shall be 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 subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement of online winning results of initial public offering and listing on gem of Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as the announcement of online winning results), so as to ensure that their capital account will have sufficient new share subscription funds on January 12 (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 investor’s fund transfer shall comply with the relevant provisions of the securities company where the investor is located.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
10. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
11. All the placing objects with valid quotation announced in this announcement must participate in offline subscription. If the offline investors who provide valid quotation fail to participate in the subscription or fail to fully subscribe, and the offline investors who obtain the preliminary placement fail to pay the subscription money in time and in full, they will be deemed as 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.
If the online investor fails to make full payment after winning the lottery for 3 times in a row within 12 months, it 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. 12. 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 risk of Chengda Pharmaceutical Co., Ltd. in initial public offering and listing on GEM (hereinafter referred to as “special announcement on investment risk”) published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on January 7, 2022 (t-1), and fully understand the market risk, Prudently participate in this IPO.
Valuation and investment risk tips
New share investment has great market risks. Investors need to fully understand the risks of new share investment and gem market, carefully study the risks disclosed in the issuer’s prospectus, fully consider the following risk factors, and prudently participate in this new share issuance
1. The issue price is 72.69 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the industry classification guidelines for listed companies (revised in 2012) of the CSRC, the industry of the issuer is “C27 pharmaceutical manufacturing industry”. As of January 4, 2022 (T)-
