Chengda Pharmaceutical Co., Ltd
Initial public offering and listing on GEM
Announcement of preliminary placement results of offline issuance
Sponsor (lead underwriter): Everbright Securities Company Limited(601788)
The application of Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as the “issuer”) for the initial public offering of no more than 24174035 ordinary shares (A shares) (hereinafter referred to as the “issuance”) and listing on the gem has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), It has been approved for registration by China Securities Regulatory Commission (zjxk [2021] No. 3857).
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 issuer and the sponsor (lead underwriter) Everbright Securities Company Limited(601788) (hereinafter referred to as the “sponsor (lead underwriter)”) negotiated and determined that the number of shares issued this time is 24174035 shares, and the issue price is 72.69 yuan / share, It shall not exceed the median and weighted average of offline investors\’ quotations after excluding the highest quotation, as well as the securities investment fund, national social security fund, basic old-age insurance fund established through public offering after excluding the highest quotation The enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund quotation median and weighted average in accordance with the measures for the administration of the use of insurance funds, whichever is lower.
According to the issuing price, the relevant subsidiaries of the sponsor do not participate in the strategic placement. Only the senior management and core employees of the issuer participate in the special asset management plan established by the strategic placement. The final number of strategic placement is 907965 shares, accounting for about 3.76% of the total number of this issuance, The difference between the initial strategic placement and the final strategic placement was 2718140 shares, which were transferred back to offline issuance.
After the strategic placement callback and before the online and offline callback mechanism was launched, the number of offline issuance was 17102070 shares, accounting for 73.51% of the number issued after deducting the final strategic placement; The number of shares issued online was 61640000, accounting for 26.49% of the number issued after deducting the final strategic placement.
According to the callback mechanism announced in the announcement of Chengda Pharmaceutical Co., Ltd. on initial public offering and listing on the gem (hereinafter referred to as the “issuance announcement”), since the initial effective subscription multiple on the Internet is 10254.23816 times, higher than 100 times, the issuer and the sponsor (lead underwriter) decided to start the callback mechanism, After deducting the final strategic placement, 20% of the number of publicly issued shares (rounded up to an integral multiple of 500 shares, i.e. 4653500 shares) will be transferred back online from offline. After the call back, the final number of offline shares issued was 124485700, accounting for 53.51% of the number issued after deducting the final strategic placement; The final number of shares issued online was 10.8175 million, accounting for 46.49% of the number issued after deducting the final strategic placement. After the call back, the winning rate of this online issuance is 0.0171143683%, and the effective subscription multiple is 5843.04359 times. Investors are kindly requested to pay attention to the payment link of this offering and timely fulfill their payment obligations on January 12, 2022 (T + 2):
1. Offline investors shall, according to the announcement on the initial public offering of shares by Chengda Pharmaceutical Co., Ltd. and the preliminary placement results of offline issuance listed on the gem, timely and fully pay the subscription funds for new shares according to the finally determined issuance price and allocated quantity before 16:00 on January 12 (T + 2) 2022.
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 placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, 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.
The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).
2. Among the shares issued this time, the shares issued online have no circulation restrictions and restricted sales period arrangements, and can be circulated from the date of listing of the shares 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 strategic placement part, the senior management and core employees of the issuer participate in the special asset management plan established by the strategic placement, and the restricted sale period of shares allocated is 12 months, which shall be calculated from the date of listing and trading of the issued shares on the Shenzhen Stock Exchange.
3. 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.
4. If the offline investors who provide effective quotation fail to participate in the subscription or do not fully apply for the subscription, and the offline investors who obtain the preliminary placement fail to pay the subscription amount 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 to the China Securities Association for the record.
5. Once this announcement is published, it shall be deemed that the distribution payment notice has been served on the offline investors who participate in the offline subscription and obtain the preliminary placement. 1、 Final result of strategic placement
(I) overall arrangement of this strategic placement
The offering price is not 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 funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation. Therefore, relevant subsidiaries of the sponsor need not participate in follow-up investment.
In this offering, the final strategic placement investors are only the senior management and core employees of the issuer to participate in the special asset management plan established by this strategic placement: the employees of Guangzheng asset management Chengda pharmaceutical participate in the collective asset management plan of gem strategic placement.
As of the date of this announcement, the special asset management plan for the senior management and core employees of the issuer has signed a placement agreement with the issuer.
See the special verification report on strategic investors of Chengda Pharmaceutical Co., Ltd. for initial public offering and listing on GEM announced on January 7, 2022 (t-1) and Legal opinion of Shanghai Hansheng law firm on the compliance of strategic placement of Chengda Pharmaceutical Co., Ltd. for initial public offering and listing on the gem.
(II) results of strategic placement
On January 6, 2022 (T-2), based on the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) negotiated and determined that the offering price was 72.69 yuan / share, and the total scale of the offering was 175.72106 million yuan.
As of January 4, 2022 (T-4), strategic investors have paid their subscription funds in full and on time. According to the relevant agreements in the strategic placement agreement signed by the issuer, the sponsor (lead underwriter) and the strategic investor, the strategic placement results of this issuance are determined as follows:
Name of strategic investor number of allocated shares amount of allocated shares restriction period
(10000 shares) (10000 yuan) (month)
Guangzheng asset management Chengda pharmaceutical employees participate in gem 90.7965 6599.997585 12
Strategic placement collective asset management plan
(III) reversal of strategic placement shares
The initial number of strategic placement shares issued in this offering was 3.626105 million shares, accounting for 15.00% of this offering. 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.
(IV) arrangement of restricted sales period
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. 2、 Offline issuance and subscription and preliminary placement results
(I) offline issuance and subscription
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21), the practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) Detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483), code for underwriting of initial public offerings under the registration system (zsxf [2021] No. 213), rules for the management of offline investors of initial public offerings under the registration system (zsxf [2021] No. 212) In accordance with the detailed rules for the administration of offline investors in initial public offering (zxsf [2018] No. 142) and other relevant provisions, the sponsor (lead underwriter) verified and confirmed the qualification of investors participating in offline subscription. According to the effective subscription results finally received by the offline issuance electronic platform of Shenzhen Stock Exchange, the sponsor (lead underwriter) makes the following statistics:
The offline subscription of this offering has been completed on January 10, 2022 (t day). Verified and confirmed
It is acknowledged that the 5631 effective offer placement objects managed by 304 offline investors disclosed in the issuance announcement have all made offline subscription in accordance with the requirements of the issuance announcement, with a total amount of 2869270 million shares. After verification, three placing objects managed by two offline investors were included in the processing list in the notice on the self inspection of the appropriateness of recommended offline investors in the first half of 2021 (Zhong Zheng Xie Fa [2022] No. 2) issued by China Securities Association on January 10, 2022. The three placing objects do not have the placing qualification and are invalid subscription, The total subscription amount was 9.7 million shares. The remaining 5628 placing objects managed by 304 offline investors are effective subscription, and the number of offline effective subscription is 28683 million shares. The list of placing objects with invalid subscription is as follows:
Purchase quantity during preliminary inquiry
No. investor name name of placing object name of securities account declared price (10000 shares)
(yuan / share)
1 Guangzhou Xuanyuan investment Xuanyuan Baishun No. 1 private placement 0899239551 73.78 100
Management Co., Ltd. securities investment fund
Shanghai Panjing investment management Panshi phase 2 private securities investment
2 Management Center (limited joint venture fund No. 1 0899259953 79.16 430
(partner)
Shanghai Panjing investment management Panshi phase 2 private securities investment
3 Management Center (limited joint venture fund No. 2 0899259924 79.16 440
(partner)
Total 970
(II) preliminary offline placement results
According to the offline placement principle and calculation method published in the announcement on initial public offering and listing on gem of Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as the “announcement on preliminary inquiry and recommendation”), the issuer and the sponsor (lead underwriter) have made a preliminary placement of offline issued shares, The effective subscription and preliminary placement of various offline investors are shown in the table below:
The proportion of the number of shares effectively subscribed by the placing object in the number of effective initial placement offline in the proportion of the number of shares (shares) purchased by various types of investors (10000 shares) issued offline in the total number of initial placement
Class a investors 1737030 60.56% 8747610 70.27% 0.05035958%
Class B investors 19050 0.66% 85895 0.69% 0.04508924%
Class C investors 1112220 38.78% 3615065
