Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special announcement on investment risk
Sponsor (lead underwriter):
The application of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as "Yaokang biotechnology", "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. 542). The sponsor (lead underwriter) of this offering is Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor (lead underwriter)".
After negotiation between the issuer and the recommendation institution (lead underwriter), the number of shares issued this time is 50 million, 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 April 12, 2022 (t day).
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention 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 recommendation institution (lead underwriter) directly determine the issuance price through preliminary inquiry from qualified offline investors, and offline bidding will not be conducted accumulatively.
The strategic placement, preliminary inquiry and online and offline issuance of this offering shall be organized and implemented by the sponsor (lead underwriter). Strategic placement shall be conducted at the sponsor (lead underwriter); The preliminary inquiry and offline subscription are through the offline subscription electronic platform of Shanghai Stock Exchange IPO (hereinafter referred to as "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 the following two categories: (1) the relevant subsidiary of the sponsor follows 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 owned collective asset management plan of Huatai Jiji Yaokang Xiangying (hereinafter referred to as "Huatai Jiji Yaokang employee salary management plan"), and the manager is Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd. In addition to the above two categories, there are no other strategic investor arrangements.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) reach an agreement through consultation after excluding the quotations of investors who do not meet the requirements in accordance with the exclusion rules agreed in the announcement on the issuance arrangement and preliminary inquiry of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the announcement on the issuance arrangement and preliminary inquiry), Eliminate all placing objects whose proposed purchase price is higher than 30.43 yuan / share (excluding 30.43 yuan / share); Among the placing objects with the proposed purchase price of 30.43 yuan / share, all placing objects with the purchase quantity of less than 17 million shares are eliminated; If the proposed subscription price is 30.43 yuan / share, the number of subscription is 17 million shares, and the subscription time is 14:15:35.970 on April 7, 2022, 47 placing objects will be eliminated according to the order of placing objects automatically generated by the offline subscription platform of Shanghai Stock Exchange from back to front. A total of 91 placing objects are excluded, and the total number of proposed subscription shares to be excluded is 1211.4 million shares, accounting for 1.0056% of the total number of 1204684 million shares declared after excluding invalid quotations in this preliminary inquiry.
3. The issuer and the recommendation institution (lead underwriter) shall comprehensively evaluate the reasonable investment value of the company, the valuation level of the secondary market of comparable companies and the valuation level of the secondary market of the industry after excluding the quotation of the highest part according to the preliminary inquiry after excluding the quotation of unqualified investors, and fully consider the factors such as the effective subscription multiple of offline investors, market conditions, demand for raised funds and underwriting risk, It is determined through negotiation that the price of this issuance is 22.53 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 April 12, 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 April 12, 2022 (t day), in which 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 22.53 yuan / share, and the price earnings ratio corresponding to this price is:
(1) 106.12 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 before this issuance);
(2) 122.04 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) 120.85 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) 138.99 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 after this issuance). 5. The issue price is 22.53 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) issued by the CSRC, the industry of the company is research and experimental development (M73). As of April 7, 2022 (T-3), the average static P / E ratio of research and experimental development (M73) released by China Securities Index Co., Ltd. in the latest month was 75.12 times.
(2) As of April 7, 2022 (T-3), the P / E ratio of comparable listed companies whose main business is similar to that of the issuer is as follows:
Deduction of T-3 day shares in 2020
Static securities code corresponding to the closing price of non front EPS and non rear EPS (Securities abbreviation) (yuan / share, (yuan / share, (yuan / P / E ratio (deducting P / E ratio (deducting RMB)) share, people's non front) non rear)
Currency)
688265.sh Nanmo biology 0.5715 0.419848.31 84.53 115.09
Joinn Laboratories (China) Co.Ltd(603127) .SH Joinn Laboratories (China) Co.Ltd(603127) 0.8255 0.7650 106.10 128.53 138.70
CRL. N Charles 459359 - 192263 41.85 -
River
Mean 84.97 126.89
Data source: wind information, data as of April 7, 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 (April 7, 2022).
Note 2: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding.
Note 3: the closing price of RMB of Charles River is calculated by the closing price of US dollars exchange rate. The central parity of RMB exchange rate on April 7, 2022 is US $1 to RMB 6.3659. EPS of Charles River before and after deduction in 2020 is also converted into RMB at the above exchange rate.
The issuance price of 22.53 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 138.99 times higher than the average static P / E ratio of the issuer's industry in the latest month published by China Securities Index Co., Ltd. and higher than the average static P / E ratio 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 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 22.53 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 214673 yuan / share, with an excess of 4.95%. (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 Jiangsu Jicui Yaokang Biotechnology Co., Ltd. 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 230, the number of placement objects managed is 5582, and the total number of effective proposed subscriptions is 6751360 million shares, which is 198569 times of the initial offline issuance scale before call back.
(6) The fund-raising demand amount disclosed in the letter of intent of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "letter of intent") is 82 million yuan. The offering price is 22.53 yuan / share, and the corresponding financing scale is 1126.5 million yuan, exceeding the above-mentioned fund-raising demand amount. The part of the actually raised funds exceeding the total amount of the proposed raised funds will be used to supplement the company's working capital or other purposes permitted by laws and regulations. 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) The pricing of this offering follows the principle of market-oriented pricing. 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 sponsor (lead underwriter) comprehensively evaluate the company's reasonable investment value, 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 shall not be higher than 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 offering products, social security funds and pension quotations 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 sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing. 6. The issuer expects to use 82 million yuan of raised funds for this raised investment project. Based on the issuance price of 22.53 yuan / share and the number of new shares issued of 50 million shares, if the issuance is successful, the total amount of funds raised by the issuer is expected to be 112.65 million yuan. After deducting the issuance expenses of about 1003979 million yuan (excluding value-added tax and stamp tax), the net amount of funds raised is expected to be 10261021 million 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. The online lottery will allocate numbers according to the placing objects, and each placing object will be assigned a number. The shares allocated to the placement target account managed by offline investors who have not been selected have no circulation restrictions and restricted sales arrangements, and can be circulated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange. Once offline investors quote, they will be deemed to accept the online lower limit selling period arrangement of this offering
