Hefu (China) Medical Technology Co., Ltd
Special announcement on investment risk of initial public offering (the second time)
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
The application of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “Hefu China”, “the issuer”, or “the company”) for the initial public offering of 99.5132 million RMB common shares (A shares) (hereinafter referred to as “this offering”) has been approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 4074. After negotiation between the issuer and the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) (hereinafter referred to as “recommendation institution (lead underwriter)” or ” Haitong Securities Company Limited(600837) “), it is determined that the number of new shares issued this time is 99.5132 million, all of which are new shares issued to the public, and the shareholders of the issuer do not offer shares to the public. The shares issued this time are planned to be listed on the main board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”). This issuance is conducted 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-Shares and non restricted depositary receipts in Shanghai market (hereinafter referred to as “online issuance”).
The preliminary inquiry work of this issuance has been completed. The proposed issuance price is 4.19 yuan / share, and the corresponding diluted P / E ratio in 2020 is 22.99 times (earnings per share is calculated by dividing the audited net profit before and after deducting non recurring profits and losses in 2020 by the total share capital after this Issuance), It is 18.74 times higher than the average static P / E ratio of “wholesale industry” (F51) released by China Securities Index Co., Ltd. in the latest month (as of January 5, 2022). Since the diluted P / E ratio of 2020 corresponding to the issue price is higher than the average p / E ratio of the secondary market of Listed Companies in the same industry issued by China Securities Index Co., Ltd., there is a risk that the issuer’s valuation level will return to the industry average p / E ratio in the future, and the decline of share price will bring loss to new share investors.
According to the measures on strengthening the supervision over the issuance of new shares (CSRC announcement [2014] No. 4) and other relevant provisions, the issuer and the lead underwriter will continuously issue special announcements on investment risk in China Securities Journal, Shanghai Securities News, securities times and securities daily three weeks before online subscription, which will be announced on January 7, 2022 On January 14, 2022 and January 21, 2022, the timing of subsequent issuance will be deferred and brought to the attention of investors.
The online roadshow originally scheduled to be held on January 7, 2022 was postponed to January 28, 2022
The online and offline subscription on January 10, 2022 will be postponed to February 7, 2022, and the issuance announcement will be postponed.
The issuer and the lead underwriter specially draw investors’ attention to the following contents:
1. Please pay attention to the issuance process, online and offline subscription, payment and suspension of issuance. The main contents are as follows:
(1) According to the preliminary inquiry results, the issuer and the lead underwriter negotiated and determined that the price of this issuance is 4.19 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry, taking into account the issuer’s fundamentals, market conditions, the valuation level of comparable companies, the valuation level of Listed Companies in the same industry, the demand for raised funds and underwriting risks.
Investors are requested to make online and offline subscription at this price on February 7, 2022 (t day), and there is no need to pay the subscription fund. The offline issuance and subscription date is the same as the online subscription date as February 7, 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.
(2) After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall rank the subscription price from high to low according to the preliminary inquiry results, and calculate the cumulative total amount of proposed subscription corresponding to each price. After that, the part with the highest quotation in the total amount of proposed subscription shall be excluded, and the excluded part shall not be less than 10% of the total amount of proposed subscription of all offline investors, Then, the issue price shall be determined through negotiation according to the remaining quotation and the proposed purchase quantity. If the cumulative total amount of proposed subscription corresponding to the lowest price of the excluded part is greater than the quantity to be eliminated, the subscription of this price will be eliminated in order of the quantity to be purchased from the least to the most. If the subscription price and the quantity to be purchased are the same, they will be eliminated in order of the application time from the late to the early (the application time shall be subject to the records in the offline subscription platform of Shanghai Stock Exchange), Until the quantity to be rejected meets the requirements of the quantity to be rejected. When the maximum subscription price is the same as the determined issuance price, the subscription of the price can no longer be excluded, and the exclusion ratio can be less than 10%. The excluded part shall not participate in offline subscription.
(3) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
(4) Offline investors shall, in accordance with the announcement on preliminary placement results and online winning results of offline issuance of shares in initial public offering of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “announcement on preliminary placement results and online winning results of offline issuance”), before 16:00 on February 9 (t + 2) 2022, Pay the subscription funds for new shares in full and on time according to the final issue price and allocated quantity.
After winning the lot in the subscription of new shares, online investors shall, in accordance with the preliminary placement results of offline issuance and online winning results
Announcement to fulfill the obligation of capital settlement and ensure that its capital account will have sufficient new share subscription funds on February 9 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. The shares that offline and online investors give up to subscribe for shall be underwritten by the sponsor (lead underwriter).
(5) 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 lead underwriter will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
(6) If the offline investors who provide effective quotation fail to participate in the subscription and the offline allocated investors who obtain the preliminary placement fail 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 lead underwriter shall report the breach to the China Securities Association for the record. If an online investor fails to pay in full after winning the lottery three times in a row within 12 months, it 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 abandoning the subscription. The times of abandonment of subscription shall be calculated according to the times of actual abandonment of subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
2. Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that they have made substantive judgment or guarantee on the investment value of the issuer’s shares or the income of investors.
Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
3. Investors who intend to participate in this offering and subscription must carefully read the summary of the letter of intent for initial public offering of Hefu (China) Medical Technology Co., Ltd. published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily on December 30, 2021 and published on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The full text of the prospectus, especially the chapters of “tips on major matters” and “risk factors”, fully understand the issuer’s risk factors, judge its operation status and investment value by itself, and make investment decisions prudently. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation management level, and the possible investment risks shall be borne by the investors themselves.
4. The shares issued this time have no circulation restrictions and locking arrangements, and the circulation of the shares issued this time will begin from the date of listing and trading on the Shanghai Stock Exchange. Investors must pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.
5. The issue price is 4.19 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) of the CSRC, the industry of the issuer is “wholesale industry” (F51). As of January 5, 2022, the industry average static P / E ratio for the latest month released by China Securities Index Co., Ltd. was 18.74 times.
The listed companies close to the company’s main business are Shanghai Runda Medical Technology Co.Ltd(603108) and Thalys Medical Technology Group Corporation(603716) . Based on the earnings per share in 2020 and the closing price on January 5, 2022 (inclusive), the average static P / E ratio of the above comparable listed companies in 2020 is 36.50 times, as follows:
Securities code securities abbreviation market price (yuan / share) (2022 2020 basic earnings per share 2020 static market closing price on January 5, 2020) (yuan / share) earnings ratio
603108.SH Shanghai Runda Medical Technology Co.Ltd(603108) 13.31 0.57 23.38
603716.SH Thalys Medical Technology Group Corporation(603716) 13.93 0.28 49.61
Average 36.50
Note: as of January 5, 2022, the data comes from wind information. If there is any mantissa difference, it is caused by rounding
The diluted P / E ratio corresponding to the issuance price of 4.19 yuan / share in 2020 after deducting non recurring profits and losses is 22.99 times, which is higher than the average static P / E ratio of “wholesale industry” (F51) in the latest month issued by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable listed companies in 2020. 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 decisions rationally.
(2) 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 the website of Shanghai Stock Exchange on January 7, 2022（ http://www.sse.com.cn. ）Preliminary inquiry results and announcement on postponement of IPO of Hefu (China) Medical Technology Co., Ltd.
(3) The issuance follows the market-oriented pricing principle. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the lead underwriter negotiate and determine the issuance price according to the preliminary inquiry results and comprehensively considering the issuer’s industry, market conditions, valuation level of Listed Companies in the same industry, demand for raised funds, underwriting risk and other factors. 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 recommended not to participate in this issue.
(4) 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 pricing marketization, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) can not guarantee that the stock will not fall below the issue price after listing.
6. The planned use of the funds raised by the issuer for this raised investment project is 35969099341 yuan. According to the issuance price of 4.19 yuan / share, 99.5132 million shares are issued, and the estimated amount of funds raised is 416960308 yuan. After deducting the issuance cost of 57.26931459 million yuan, the net amount of funds raised is expected to be 35969099341 yuan. 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. For the subscription of this issuance, any placing object can only choose offline or online, and all placing objects participating in offline quotation, subscription and placement shall no longer participate in online subscription; A single investor can only use one qualified account for subscription, and any subscription contrary to the above provisions shall be invalid.
8. After the completion of this offering, it shall be approved by the Shanghai Stock Exchange before it can be publicly listed and traded on the Shanghai Stock Exchange. If the approval is not obtained, the shares issued this time will not be listed, and the issuer will return them to the investors participating in the online subscription according to the issue price plus the bank deposit interest for the same period.
9. All shares of the issuer are tradable. For the limited sale period of shares before this offering, please refer to the letter of intent for details of the sales restriction commitments and arrangements. The above share restriction arrangements are voluntary commitments made by relevant shareholders in accordance with relevant laws and regulations based on the governance needs of the issuer and the stability of operation and management.
10. Investors are requested to pay attention to risks. In case of the following circumstances, the issuer and the lead underwriter will negotiate to take measures to suspend the issuance:
(1) After the preliminary inquiry, the number of offline investors offering is less than 10;
(2) After the preliminary inquiry, the number of effective quotation investors is less than 10 after excluding the highest quotation part not less than 10% of the total amount to be purchased;
(3) After the preliminary inquiry, the total amount of proposed subscription is less than the initial offline issuance quantity in the preliminary inquiry stage, or the remaining total amount of proposed subscription after excluding the highest quotation is less than the initial offline issuance quantity in the preliminary inquiry stage; (4) The issue price fails to meet the expectations of the issuer or the issuer and the lead underwriter fail to reach an agreement on determining the issue price;
(5) The total amount of offline subscription is less than the initial number of offline issuance;
(6) If the online subscription is insufficient, the offline investor fails to subscribe in full after the insufficient part is dialed back to the offline;
(7) The total number of shares subscribed by offline and online investors is less than this time
