Ningbo Tianyi Medical Instrument Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
hot tip
Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as the “issuer”, “company” or “Tianyi medical”) according to 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”), rules for the underwriting of initial public offerings under the registration system (zzxf [2021] No. 213) The detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142), the rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212) and the relevant stock issuance and listing rules and the latest operation guidelines of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) organize the implementation of initial public offerings and listing on the 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 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, and the 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 China Securities Association issued the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212). Investors are invited 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.
The specific procedures for investors to pay attention to the online issuance, withdrawal and payment of shares 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 Ningbo Tianyi Medical Devices 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 68.80 yuan / share (excluding 68.80 yuan / share) will be eliminated; Eliminate all placing objects with the proposed subscription price of 68.80 yuan / share and the subscription quantity of less than 5 million shares (excluding); If the proposed subscription price is 68.80 yuan / share, the number of subscription is equal to 5 million shares, and the subscription time is 13:40:52:329 on March 18, 2022, 64 placing objects will be removed from the back to the front according to the order of placing objects automatically generated by the offline issuance electronic platform of Shenzhen Stock exchange until the total amount of subscription removed is not less than 1% of the total amount of offline investors. In the above process, a total of 84 placing objects are excluded, and the total number of proposed subscription is 383.1 million shares, accounting for 1.0132% of the total number of 378107 million shares proposed 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 52.37 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 23, 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 23, 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. 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 523825 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 number of strategic placement in this issuance is 736842 shares, accounting for 5.00% of this issuance. All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time. 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.
This offering does not arrange the strategic placement to the senior management and core employees of the issuer, asset management plans and other external investors.
The initial strategic placement number of this issuance was 736842 shares, accounting for 5.00% of this issuance. Finally, there is no strategic placement, and the difference between the initial strategic placement and the final strategic placement of 736842 shares will be transferred back to offline issuance.
Finally, this issuance is conducted by combining offline inquiry and placement to qualified investors and online pricing and issuance to social public investors holding non restricted A-share shares in Shenzhen market or the market value of non restricted depositary receipts.
5. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted 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, 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.
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 23, 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 initial public offering of shares by Ningbo Tianyi Medical Devices Co., Ltd. and initial placement results of offline issuance listed on the 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 March 25 (T + 2) 2022 according to the final issuance price and initial placement quantity.
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 subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of initial public offering of shares and listing on the gem of Ningbo Tianyi Medical Devices Co., Ltd. (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will eventually have sufficient subscription funds for new shares on March 25 (T + 2) 2022, and the insufficient part shall be deemed as abandoning the subscription, 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 sponsor (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 Ningbo Tianyi medical device Co., Ltd. published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on March 22, 2022 (t-1), and fully understand the market risks, Prudently participate in this IPO.
Valuation and investment risk tips
1. According to the industry classification guidelines of listed companies (revised in 2012) issued by the CSRC, the industry of the issuer is special equipment manufacturing (C35). The static average p / E ratio of “special equipment manufacturing industry (C35)” released by China Securities Index Co., Ltd. in the latest month is 36.39 times (as of March 18, 2022). Please refer to it when investors make decisions.
The issuance price of 52.37 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 60.08 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 18 (T-3), 2022, with an excess range of 65.10%.
2. The valuation levels of comparable listed companies disclosed in the prospectus are as follows:
The static securities code corresponding to the T-3 day shares in 2020. The securities are simply deducted before and after the deduction. The closing price state p / E ratio state p / E ratio is called EPS (before and after RMB EPS (yuan / (deducting non (deducting non / share) / share))
Jiangxi Sanxin Medtec Co.Ltd(300453) .SZ Jiangxi Sanxin Medtec Co.Ltd(300453) 0.2934 0.2565 10.95 37.32 42.70
Well Lead Medical Co.Ltd(603309) .SH Well Lead Medical Co.Ltd(603309) 0.5218 0.5241 14.69 28.15 28.03
Shanghai Kindly Enterprises Development Group Co.Ltd(603987) .SH Shanghai Kindly Enterprises Development Group Co.Ltd(603987) 0.4592 0.4187 20.68 45.03 49.40
Mean value — 36.83 40.04
Data source: wind information, data as of March 18, 2022 (T-3).
Note: 1. 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 18, 2022).
2. The issuer’s comparable company Tiankang medical (835942. OC) since 202
