Ningbo Tianyi Medical Instrument Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
The application of Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as "Tianyi medical", "issuer" or "company") for initial public offering of 14736842 ordinary shares (A shares) (hereinafter referred to as "this offering") has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 3939).
After negotiation between the issuer and the recommendation institution (lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "recommendation institution (lead underwriter)"), the number of shares issued this time is 14736842, all of which are new shares issued to the public, and the shareholders of the issuer will not transfer their old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
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; If the number of shares to be purchased is not less than Rmb800000, the number of shares to be purchased will be excluded; 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.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer's fundamentals, industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors, and negotiate to determine that the price of this issuance 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.
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, this issuance will not be targeted to strategic investors, and the difference between the initial strategic placement and the final strategic placement of 736842 shares will be transferred back to offline issuance.
4. This issuance is finally carried out by a combination of offline inquiry and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-share shares in Shenzhen market and the market value of non restricted Depositary Receipts (hereinafter referred to as "online issuance").
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
5. The issue price is 52.37 yuan / share, and the corresponding P / E ratio is:
(1) 26.57 times (the earnings per share shall be calculated according to the net profit attributable to the shareholders of the parent company before deducting non recurring profit and loss audited by accounting firm in 2020 according to China accounting standards divided by the total share capital before the issuance); (2) 45.06 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance); (3) 35.42 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance);
(4) 60.08 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in 2020 in accordance with Chinese accounting standards by the total share capital after this issuance). 6. The issue price is 52.37 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the issuer is special equipment manufacturing (C35). As of March 18, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 36.39 times.
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) As of March 18, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
Deduction of T-3 day shares in 2020
Securities code securities abbreviation non pre EPS non post EPS closing price P / E ratio p / E ratio
(yuan / share) (yuan / share) (yuan / share) (deduction) (deduction)
Front (rear)
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. Tiankang medical (835942. OC), a comparable company of the issuer, terminated the listing of its shares in the National SME share transfer system from August 31, 2020, and the calculation of the average static P / E ratio did not include Tiankang medical.
The issuance price of 52.37 yuan / share corresponds to the issuer's net profit diluted P / E ratio of 60.08 times before and after deducting non recurring profits and losses in 2020, which is higher than the industry's average static P / E ratio in the latest month released by China Securities Index Co., Ltd. on March 18 (T-3), 2022, with an excess range of 65.10%; It is 40.04 times higher than the average static P / E ratio of comparable companies after deducting non-profit in 2020, with an excess range of 50.05%. There is a risk that the decline of the issuer's share price will bring losses to investors in the future.
The pricing rationality of this offering is explained as follows:
It is one of the leading enterprises in the field of blood purification and medical consumables in China, and has a certain influence in the field of blood purification products and autonomous regions; In the international market, the final sales of the company's products cover countries and regions such as Asia, Europe, North America, South America and Africa. The company has maintained stable and growing business cooperation with international giants in the industries such as Fresenius Medical, Baxter medical, Medtronic and niplow for many years. According to the product sales ranking, the company ranked second in the market share of cardiopulmonary bypass in China in 2019, and has strong competition among comparable companies in the same industry in the Chinese market; Meanwhile, the proportion of overseas sales of the company increased from 6.10% in 2018 to 41.69% from January to June 2021, and the proportion of overseas sales increased rapidly. In addition, as one of the drafting units, the company participated in the formulation of the national industrial standards extracorporeal circulation blood circuit of cardiovascular implants and artificial organ blood purification devices (yy02672008) and extracorporeal circulation blood circuit of hemodialysis and related therapeutic blood purification devices (yy02672016). Wu Zhimin, chairman and general manager of the company, served as one of the main drafters of these two standards. Second, fruitful R & D achievements: the company attaches great importance to the accumulation and investment of technological R & D, adheres to technological innovation and continuously increases the investment in technological R & D. The company has 28 patents, including 8 invention patents, 17 utility model patents and 3 design patents. Third, rich product pipelines: the company provides many kinds of polymer medical devices in the fields of blood purification and ward nursing. At present, the products produced and sold by the company are mainly: extracorporeal circulation blood circuit, disposable arteriovenous puncture device, liquid feeding tube and feeder, and disposable integrated oxygen suction tube. Among them, the company's cardiopulmonary bypass blood products have 114 specifications and models, which meet the diversified clinical needs of different treatment modes, clinical use habits and machine adaptability. The basic type and CRRT special type cover the treatment methods such as hemodialysis and CRRT, and play an important role in the market competition. Fourth, strong net profit growth rate: the net profits attributable to the shareholders of the parent company in 2018, 2019, 2020 and January June 2021 were 445779 million yuan, 632038 million yuan, 871495 million yuan and 26.727 million yuan respectively, with an average annual compound growth rate of 39.82% from 2018 to 2020. Fifth, perfect quality assurance system and international recognition of product quality: the company has passed the EN ISO 134852016 quality management system certification and obtained 24 Chinese medical device registration / filing certificates, including 17 class II medical device registration certificates and 7 class III medical device registration certificates. In addition, the company has passed the FDA enterprise filing, and some products have passed the EU CE certification and FDA product listing, indicating that the company's product quality control system complies with international standards and has been recognized by authoritative institutions and enterprises in the industry.
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 decisions rationally.
(3) Investors are reminded to pay attention to the difference between the issue price and the quotation of offline investors. For the quotation of offline investors, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) published on the same day Announcement on initial public offering and listing on gem of Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as the "issuance announcement"). (4) This offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) negotiate and determine the offering price according to the preliminary inquiry results and comprehensively considering the issuer's fundamentals, industry, market conditions, valuation level of listed companies in the same industry, demand for raised funds, underwriting risk and other factors. The offering price does not exceed the lower of the median and weighted average of the offline investors' quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. If any investor participates in the subscription, it shall be deemed that it has accepted the issue price. If there is any objection to the issue pricing method and issue price, it is suggested not to participate in this issue.
(5) This offering may have the risk of falling below the offering price after listing. Investors should pay full attention to the risk factors contained in the marketization of pricing and know that the stock may fall below the issue price after listing,
