Prius: special announcement on investment risk of initial public offering and listing on GEM

Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd

Special announcement on investment risk of initial public offering and listing on GEM sponsor (lead underwriter): Huatai United Securities Co., Ltd

The application of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as “Prius”, “issuer” or “company”) for initial public offering of 15000000 common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the venture board listing committee of Shenzhen Stock Exchange, It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 256). After negotiation between the issuer and the sponsor (lead underwriter) Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor (lead underwriter)”), this issuance adopts the method of online subscription according to the market value and direct pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”), All shares are issued online to public investors without offline inquiry and placement. The number of shares issued this time is 15 million, and the total share capital after this public offering is 60 million, accounting for 25.00% of the total share capital after this issuance. This issuance is all new shares and does not involve the public offering of shares by the original shareholders. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.

This offering will be implemented through the trading system of Shenzhen Stock Exchange on May 6, 2022 (t day). The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:

1. Investors are kindly requested to pay attention to the issuance process, subscription, payment, disposal of share abandonment and other links of this issuance. The specific contents are as follows:

(1) This issuance adopts the direct pricing method, and all shares are issued online to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market, without offline inquiry and placement.

(2) The issuer and the recommendation institution (lead underwriter) negotiated and determined the offering price of 46.80 yuan / share by 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.

Investors are requested to purchase at this price through the trading system of Shenzhen Stock Exchange on May 6, 2022 (t day) and by means of online market value subscription. There is no need to pay the subscription fund when applying for the purchase. The online subscription date is 2022

On May 6, 2004 (t day), the online subscription time is 9:15-11:30 and 13:00-15:00.

(3) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.

(4) 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 lottery for initial public offering and online pricing issuance of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. listed on GEM (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 May 10 (T + 2) 2022, The insufficient part shall be deemed as abandoning the subscription, and 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 the online winning investors shall be underwritten by the sponsor (lead underwriter). When the total number of shares paid and subscribed by online investors is less than 70% of the number of this public offering, the issuer and the recommendation institution (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.

(5) 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.

2. Any decision or opinion made by China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments on this issuance does not indicate that they make 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. After this issuance, it is planned to be listed on the gem, which has high investment risk. GEM companies have the characteristics of unstable performance, high operation risk and high delisting risk, and investors are facing greater market risk. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the issuer, and make investment decisions prudently. There are some differences between the GEM market and the main board market in terms of systems and rules, including but not limited to the issuance and listing conditions, information disclosure rules, delisting system design, etc. if these differences are not recognized in place, they may cause investment risks to investors.

4. Investors who intend to participate in this online subscription must carefully read the information disclosed on the website designated by the CSRC on April 29, 2022 (T-2) (http://www.cn.info.com.cn; www.cs.com.cn; www.cn.stock.com; www.stcn.com; www.zqrb.cn; www.jjckb.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 and management level, and the possible investment risks shall be borne by the investors themselves.

5. The shares issued this time are not subject to circulation restrictions and restricted sales period arrangements, and can be circulated from the date when the shares issued this time are listed on the Shenzhen Stock Exchange. Investors should pay attention to the investment risk caused by the increase of stock circulation on the first day of listing.

For the limited sale period of shares before this offering, see the prospectus for the relevant commitment and arrangement of the restricted sale period. The above share restriction arrangement is a voluntary commitment made by relevant shareholders in accordance with relevant laws and regulations based on the needs of corporate governance and the stability of operation and management.

6. The issuer and the recommendation institution (lead underwriter) comprehensively consider the issuer’s 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 the issuance price of this online offering as 46.80 yuan / share. The price earnings ratio corresponding to this price is:

(1) 36.56 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 2021 by the total share capital before the issuance);

(2) 36.46 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 2021 by the total share capital before this issuance);

(3) 48.75 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 2021 by the total share capital after this issuance);

(4) 48.61 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 2021 by the total share capital after this issuance).

7. The issue price is 46.80 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 the CSRC, the industry of the issuer is research and experimental development (M73). As of April 28, 2022 (T-3), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 73.39 times and the average rolling P / E ratio in the latest month was 61.61 times.

(2) As of April 28, 2022 (T-3), the P / E ratio of comparable listed companies in the same industry selected in the prospectus is as follows:

After deducting non recurring profit and loss in 2021, the total market value before deducting non recurring profit and loss in 2021 belongs to the shareholders of the parent company, and the net profit belongs to the shareholders of the parent company. Securities code: company name

(100 million yuan) corresponding amount

Corresponding P / E ratio

(100 million yuan) (100 million yuan) P / E ratio

Wuxi Apptec Co.Ltd(603259) .SH Wuxi Apptec Co.Ltd(603259) 3,052.77 40.64 75.12 50.97 59.89

Hangzhou Tigermed Consulting Co.Ltd(300347) .SZ Hangzhou Tigermed Consulting Co.Ltd(300347) 753.35 12.32 61.17 28.74 26.21

Average – 68.15 – 43.05

After deducting non recurring profit and loss in 2020, the total market value before deducting non recurring profit and loss in 2020 belongs to the shareholders of the parent company, and the net profit belongs to the shareholders of the parent company. Securities code: company name

(100 million yuan) corresponding amount

Corresponding P / E ratio

(100 million yuan) (100 million yuan) P / E ratio

Wuxi Apptec Co.Ltd(603259) .SH Wuxi Apptec Co.Ltd(603259) 3,052.77 23.85 127.99 29.60 103.13

Hangzhou Tigermed Consulting Co.Ltd(300347) .SZ Hangzhou Tigermed Consulting Co.Ltd(300347) 753.35 7.08 106.38 17.50 43.05

Average – 117.18 – 73.09

Source: wind information, company announcement

Note 1: Northrop Grumman, a comparable company in the prospectus, is a proposed listed company applying for listing on the gem of Shenzhen Stock Exchange. At present, it has not been issued and listed and is not included in the comparison;

Note 2: there may be mantissa difference in the calculation of P / E ratio, which is caused by rounding;

The audited annual report and the annual net profit of 2021 are the published data.

The issuer’s audited diluted P / E ratio of net profit attributable to shareholders of the parent company in 2021, which is lower before and after deducting non recurring profits and losses, corresponding to the issuance price of 46.80 yuan / share, is 48.75 times, which does not exceed 73.39 times the static average p / E ratio of the industry in the latest month and 61.61 times the rolling average p / E ratio of the industry in the latest month published by China Securities Index Co., Ltd, Nor more than 68.15 times of the average p / E ratio of the audited net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses of the comparable company in 2021 (as of April 28, T-3, 2022). The issuance price of 46.80 yuan / share corresponds to the lower of the issuer’s diluted net profit attributable to shareholders of the parent company in the first four quarters (January 2021 to December 2021) after deducting non recurring profits and losses, which is 48.75 times, lower than the industry’s average rolling P / E ratio of 61.61 times in the latest month released by China Securities Index Co., Ltd. on April 28, 2022 (T-3).

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.

8. Comparison between the issuer and comparable companies

(1) Competitive advantage of the issuer

The main business of the company is to provide SMO services for the clinical research and development of pharmaceutical companies, medical device companies and some health-related products outside China. Based on the clinical trial project implementation experience accumulated in the past operation and according to the characteristics of different clinical trial projects, the company establishes a highly operational and feasible clinical trial project implementation scheme to provide customers with services including preliminary preparation plan, trial site startup, on-site implementation The whole process management of the project and other services can realize the one-stop service of clinical trial outsourcing management, so as to more efficiently and quickly promote the landing and implementation of the sponsor’s clinical trial. Specifically, the company appoints an excellent project team composed of project manager and CRC to carry out the above-mentioned SMO whole process services, ensure that the clinical trial process complies with the provisions of GCP and research plan, and effectively communicate with the sponsor (mainly pharmaceutical companies and medical device companies), clinical trial institutions (mainly hospitals), researchers (usually doctors) and cro to promote the process of clinical trial, Ensure the standardization and efficient implementation of clinical trial process. The company has strong competitive advantages. The specific analysis is as follows: ① the issuer has rich industry experience and is widely recognized by customers

As the first batch of companies to enter the SMO industry in China, the issuer has become MSD, Novo Nordisk and Bristol Myers with its professional service ability

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