Rongchang biopharmaceutical (Yantai) Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (co lead underwriter): Huatai United Securities Co., Ltd
Co lead underwriter: JPMorgan securities (China) Co., Ltd
The application of Rongchang biopharmaceutical (Yantai) Co., Ltd. (hereinafter referred to as “Rongchang biopharmaceutical”, “issuer” or “company”) for initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (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. 62).
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor (co lead underwriter)”) served as the sponsor (co lead underwriter) of this offering, JPMorgan securities (China) Co., Ltd. (hereinafter referred to as “JPMorgan securities (China)”) serves as the joint lead underwriter of this offering (Huatai United Securities and JPMorgan securities (China) are collectively referred to as the “joint lead underwriter”).
After negotiation between the issuer and the joint lead underwriters, the number of shares issued this time is 54426301, all of which are new shares issued to the public. 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 22, 2022 (t day).
The issuer and the co lead underwriters specially draw the attention of investors to the following contents:
1. Issuance method: this issuance is conducted through the combination of 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 the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market (hereinafter referred to as “online issuance”).
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.
The joint lead underwriters are responsible for organizing and implementing the strategic placement, preliminary inquiry and online and offline issuance of this offering. Strategic placement shall be conducted at the joint lead underwriters; The preliminary inquiry and offline issuance are through the offline subscription electronic platform of Shanghai Stock Exchange IPO (hereinafter referred to as the “offline subscription platform”)（ https://ipo.uap.sse.com.cn./ipo ）Implementation; Online issuance is carried out through the trading system of Shanghai Stock Exchange.
The strategic placement of this offering includes: (1) the relevant subsidiaries of the sponsor follow the investment, and the follow-up investment institution is Huatai Innovation Investment Co., Ltd. (hereinafter referred to as “Huatai innovation”); (2) The special asset management plan established by the issuer’s senior managers and core employees to participate in this strategic placement is the employee stock ownership collective asset management plan of Huatai Rongchang biological home No. 1 science and Innovation Board (hereinafter referred to as “home No. 1”), and the manager is Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd; (3) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business with the issuer; (4) Large insurance companies with long-term investment intention or their subordinate enterprises, national large investment funds or their subordinate enterprises (large enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer, large insurance companies with long-term investment intention or their subordinate enterprises, national large investment funds or their subordinate enterprises are hereinafter collectively referred to as “other strategic investors”).
2. According to the preliminary inquiry results, the issuer and the joint lead underwriters, in accordance with the exclusion rules agreed in the announcement on the issuance arrangement and preliminary inquiry of Rongchang biopharmaceutical (Yantai) Co., Ltd. initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “announcement on the issuance arrangement and preliminary inquiry”), after excluding the quotations of investors who do not meet the requirements, reach a consensus through consultation, Eliminate all placing objects whose proposed purchase price is higher than 69.05 yuan / share (excluding 69.05 yuan / share); The proposed subscription price is 69.05 yuan / share, and all placing objects whose subscription amount is less than 9.1 million shares (excluding 9.1 million shares) are eliminated; The proposed subscription price is 69.05 yuan / share, the number of subscription is equal to 9.1 million shares, and the subscription time is 13:53:09.140 on March 17, 2022. For the placement objects, one placement object is removed from the back to the front according to the placement objects automatically generated by the offline subscription platform of Shanghai Stock exchange. A total of 135 placing objects are excluded from the above, and the total number of shares to be purchased is 933.9 million, accounting for 1.0086% of the total number of 92593 million shares declared 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 after excluding the quotation of unqualified investors, the issuer and the joint lead underwriters, after excluding the highest part of the quotation, comprehensively evaluate the reasonable investment value of the company, the valuation level of the secondary market of comparable companies, the valuation level of the secondary market of the industry, and fully consider the effective subscription multiple, market conditions, demand for raised funds, underwriting risk and other factors of offline investors, Through negotiation, it is determined that the price of this issuance is 48.00 yuan / share, and the cumulative bidding inquiry will not be conducted for offline issuance.
Investors are requested to make online and offline subscription at this price on March 22, 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 22, 2022 (t day). 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. 4. The issue price is 48.00 yuan / share. According to the provisions of the measures for the administration of securities issuance and underwriting, if the issuer has not yet made a profit, it may not disclose the issuance P / E ratio and the relevant information compared with the P / E ratio of the same industry, and shall disclose the valuation indicators that can reflect the characteristics of the issuer’s industry. Therefore, the market value / R & D expenses that can reflect the characteristics of the issuer’s industry are selected as the valuation index.
The market value / R & D expenses corresponding to this issue price are:
(1) 49.43 times (calculated by dividing the market value before the issuance by the R & D expenses audited by the accounting firm in accordance with Chinese accounting standards in 2020);
(2) 55.68 times (the post issuance market value is 2 divided by the R & D expenses audited by an accounting firm in 2020 in accordance with Chinese accounting standards).
5. The price of this issue is less than 48.00 yuan / share, which should be judged by the investors.
(1) 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). As of March 17, 2022 (T-3), the average static P / E ratio of pharmaceutical manufacturing industry (C27) released by China Securities Index Co., Ltd. in the latest month was 35.43 times.
(2) As of March 17, 2022 (T-3), the valuation level of comparable listed companies whose main business is similar to that of the issuer is as follows:
Securities code: securities referred to as T-3 date market value of the company market value in 2020 corresponding market value of R & D expenses / R & D expenses (100 million yuan, RMB) (Times)
Shanghai Junshi Biosciences Co.Ltd(688180) .SH Shanghai Junshi Biosciences Co.Ltd(688180) -U 682.40 17.78 38.38
9966. HK Corning Jerry pharmaceutical-b 61.25 3.31 18.49
688235.sh Baiji shenzhou-u 123043 89.43 13.76
9926. HK kangfang bio-b 113.33 7.69 14.75
Jiangsu Hengrui Medicine Co.Ltd(600276) .SH Jiangsu Hengrui Medicine Co.Ltd(600276) 2,387.02 49.89 47.85
1801. HK Xinda biology 339.57 18.51 18.34
Mean — 25.26
Note 1: data source: wind information, data as of March 17, 2022 (T-3);
Note 2: on March 17, 2022, the central parity of RMB exchange rate was 081116 yuan for HK $1. The market value of US $1 against people’s 1 before issuance was calculated as the price of H shares the total share capital before issuance. The price of H shares was the closing price of H shares of Rongchang biology in Hong Kong dollars exchange rate on March 17, 2022 (T-3), and the central parity of RMB exchange rate on T-3 was 081116 yuan for HK $1
2. The market value after issuance is calculated as the price of H shares the number of circulating shares of H shares + the issue price of A-Shares the total number of a shares. The price of H shares is the closing price of H shares of Rongchang biology in Hong Kong dollars exchange rate on March 17, 2022 (T-3), and the central parity of RMB exchange rate on T-3 is HK $1 to RMB 081116
RMB 6.3406;
Note 3: there may be mantissa difference in the calculation, which is caused by rounding;
Note 4: the data of comparable companies in the table are calculated based on the T-3 day share capital of comparable companies.
The offering price of 48.00 yuan / share corresponds to 55.68 times of the market value / R & D expenses of the issuer after the issuance in 2020, which is higher than the average market value / R & D expenses 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 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) The offering price is 48.00 yuan / share, which is higher 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 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 462400 yuan / share, with an excess of 3.81%
(4) 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 The announcement of Rongchang biopharmaceutical (Yantai) Co., Ltd. on initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance announcement”).
(5) Investors are reminded that after the issuance price is determined, the number of investors who have submitted effective quotations for this offline issuance is 102, the number of placement objects managed is 2968, and the total number of effective proposed subscriptions is 33605800000 shares, 964.77 times of the initial offline issuance scale before call back.
(6) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of Rongchang biopharmaceutical (Yantai) Co., Ltd. and its listing on the science and Innovation Board (hereinafter referred to as the “letter of intent”) is 400 million yuan. The offering price is 48.00 yuan / share, and the corresponding financing scale is 2612462400 yuan, which is lower than the above-mentioned fund-raising demand amount.
(7) 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. After excluding the invalid quotation and the highest quotation, the issuer and the joint lead underwriter comprehensively evaluate the reasonable investment value of the company, the secondary market valuation level of comparable companies and the secondary market valuation level of their industry according to the inquiry and quotation of offline offering, Fully consider the effective subscription multiple of offline investors, market conditions, demand for raised funds, underwriting risk and other factors, and negotiate to determine the issuance price. The issue price determined this time is higher than the lower of the median and weighted average of offline investors’ quotation after excluding the highest quotation and the median and weighted average of public offering products, social security funds and pensions after excluding the highest quotation. 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.
(8) 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.
6. The issuer expects to use the raised funds of 400 million yuan for this raised investment project. Based on the issuance price of 48.00 yuan / share and the number of new shares issued of 54426301 shares, if the issuance is successful, the total amount of funds raised by the issuer is expected to be 2612462400 yuan. After deducting the issuance expenses of about 106517 million yuan (excluding value-added tax), the net amount of funds raised is expected to be 2505945500 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.
7. 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.
For offline issuance, 10% of the final allocated accounts (rounded up) among the placing objects such as public offering products, social security funds, pensions, enterprise annuity funds, insurance funds and qualified foreign institutional investors’ funds shall promise to obtain the shares for this placement, and the sales restriction period shall be 6 months from the date of the issuer’s initial public offering and listing. The aforesaid placing target account will be determined by lottery after the offline investors complete the payment. Online lower limit sales
