Securities code: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Announcement No.: 2022040 Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Announcement on diluting the immediate return of issuing A-Shares to specific objects, the company’s filling measures and the commitments of relevant subjects (Revised Draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as “the company”) held the first meeting of the second board of directors on May 19, 2022, deliberated and approved the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), and other relevant proposals. In accordance with the relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The company analyzed the possible impact of the issuance of A-share shares to specific objects in 2021 (hereinafter referred to as “this issuance”) on the common shareholders’ equity and immediate return, put forward the measures to fill the return in combination with the actual situation, and the relevant subjects made commitments to the practical implementation of the measures. The specific contents are as follows:
1、 Impact of this offering on the company’s earnings per share
(I) calculation assumptions and premises
1. It is assumed that the issuance of A-Shares to specific objects will be completed at the end of November 2022. The completion time is only used to calculate the impact of this issuance on the spot return, and the final time shall be subject to the actual completion time registered by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
2. Assuming that the number of shares issued this time does not exceed 15% of the total share capital of the company before issuance, that is, not more than 36 million shares (including this number), assuming that the total amount of funds raised this time does not exceed RMB 145529 million (including this number), the impact of issuance expenses and other factors will not be considered temporarily. When predicting the total share capital of the company, based on the number of shares issued this time, only the impact of the shares issued this time is considered, and the changes in share capital caused by conversion, repurchase, share payment and other factors are not considered.
3. The number of shares issued, the amount of funds raised and the issuance time are only assumptions based on the calculation purpose, and the actual number of shares issued, the amount of funds raised and the actual date shall prevail.
4. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development and product market.
5. This calculation does not take into account the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received.
6. In 2021, the audited net profit after deducting non recurring profit and loss attributable to the shareholders of the listed company was -497784200 yuan. Compared with 2021, the net profit after deducting non recurring profit and loss attributable to the shareholders of the listed company in 2022 was calculated according to three scenarios: loss increase of 20%, balance and loss reduction of 20%.
The above assumptions are only based on the purpose of measurement and do not constitute any profit forecast and performance commitment.
(II) impact on the company’s earnings per share
Based on the above assumptions, the company calculated the impact of this issuance on the main financial indicators such as earnings per share, as shown in the following table:
Before and after the issuance of the project in 2021 / 2021 / 2022 / December 31, 2022
Total number of shares issued at the end of the period (10000 shares) 24 China Vanke Co.Ltd(000002) 4 China Vanke Co.Ltd(000002) 760000
Scenario 1: the net profit after deducting non recurring profit and loss attributable to the shareholders of the listed company in 2022 increased by 20% compared with that in 2021
Net profit attributable to shareholders of listed company after deducting non recurring profit and loss -4977842 -5973410 -5973410 (10000 yuan)
Basic earnings per share after deducting non recurring profits and losses (yuan / – 2.07 -2.49 -2.46 shares)
Diluted earnings per share after deducting non recurring profits and losses (yuan / – 2.07 – 2.49 – 2.46 shares): the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses in 2022 was the same as that in 2021
Net profit attributable to shareholders of listed company after deducting non recurring profit and loss -4977842 -4977842 -4977842 (10000 yuan)
Basic earnings per share after deducting non recurring profits and losses (yuan / – 2.07 -2.07 -2.05 shares)
Diluted earnings per share after deducting non recurring profits and losses (yuan / – 2.07 – 2.07 – 2.05 shares) situation 3: the net profit after deducting non recurring profits and losses attributable to shareholders of Listed Companies in 2022 decreased by 20% compared with 2021
Net profit attributable to shareholders of listed company after deducting non recurring profit and loss -4977842 -3982273 -3982273 (10000 yuan)
Basic earnings per share after deducting non recurring profits and losses (yuan / -2.07 -1.66 -1.64)
Project year 2021 / year 2021 / December 31, 2022
Before and after the offering on December 31, 2013
Shares)
Diluted earnings per share after deducting non recurring profits and losses (yuan / – 2.07 – 1.66 – 1.64 shares) Note: the calculation of basic earnings per share and diluted earnings per share shall be calculated in accordance with the provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – Calculation and disclosure of return on net assets and earnings per share.
2、 Risk tips for diluted immediate return of this offering
After the issuance, the total share capital and net assets of the company will increase, and the use and implementation of the raised funds will take a certain time. Based on the assumption that the company’s earnings per share will not be diluted. However, once the assumptions of the foregoing analysis or the company’s operation changes significantly, the possibility of dilution of the immediate return caused by this issuance cannot be ruled out. Investors are hereby reminded to pay attention to the risk that this offering may dilute the immediate return.
The assumptions of the company on the relevant financial data of 2022 are only used to calculate the relevant financial indicators, do not represent the company’s judgment on the operation and trend of 2022, and do not constitute the company’s profit forecast or profit commitment. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
3、 Necessity and rationality of this issuance
For the necessity and rationality of the investment project with raised funds, see the relevant contents of the feasibility analysis report on the use of raised funds by issuing A-Shares to specific objects in Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 2021 (Revised) (hereinafter referred to as the “feasibility analysis report”), which is briefly described as follows:
(I) accelerate the R & D Progress of the company’s new drug R & D pipeline and enhance the company’s R & D and innovation ability
The company focuses on many treatment fields such as tumor, bleeding and blood diseases, hepatobiliary diseases and immune inflammatory diseases. In order to further enrich the company’s product pipeline, the company continues to promote new product or indication research projects. As of the date of the announcement of the feasibility analysis report, one product of the company has been approved for the first-line treatment of advanced liver cancer; The company has 42 research projects of 16 main drugs under research, of which 8 indications of 4 drugs under research are in the stage of NDA, phase III or registered clinical trial, 5 drugs under research are in the stage of phase I or II clinical trial, and 7 drugs under research are in the stage of preclinical research and development, adding several new research projects compared with the company’s initial public offering of shares; Gensun, a subsidiary of the company, is committed to discovering and developing bispecific and Trispecific tumor therapeutic antibodies, and its product line includes more than 10 research projects. The R & D promotion of the above research projects requires further investment to accelerate the progress of innovative drug target verification and development, pharmaceutical research, preclinical research, registration application and clinical research and trial, so as to further enhance the core competitiveness of the company.
(II) upgrade the pilot workshop and commercial production sites and facilities for the research and development of biological drugs to promote the sustainable development of the company. The competition for the development and commercialization of innovative drugs is very fierce. The R & D technical strength and the speed and effect of the industrialization of achievements will become the key factors. The phase II construction project of the company’s new drug R & D and production center is under construction. On this basis, the company plans to further optimize the construction of the R & D and production center, further expand the area of the pilot workshop for biological drug R & D, improve the R & D conditions, attract high-level technical talents in the industry, and strengthen the R & D of innovative drugs, so as to lay the foundation for the company’s new drug reserve; At the same time, the company plans to further build and optimize new drug production facilities to promote the expansion of production scale of recombinant human thrombin for external use, so as to meet the rapidly growing market demand in China and the world, and lay a good foundation for the commercialization of follow-up products.
In conclusion, it is necessary and reasonable for the company to raise funds by issuing shares to specific objects this time.
4、 The relationship between the project invested by the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company is an innovation driven chemical and biological new drug R & D and production enterprise focusing on many treatment fields such as tumor, bleeding and blood diseases, hepatobiliary diseases and immune inflammatory diseases. Its goal is to become a leading enterprise in the R & D of new drugs in the fields of tumor, bleeding and blood diseases, hepatobiliary diseases and immune inflammatory diseases in China. The company’s market strategy is to face the world and focus on China, develop and produce innovative drugs with independent intellectual property rights, safety, effectiveness and affordable for patients, and meet the huge pharmaceutical market demand outside China.
The funds raised in this issuance will be used for new drug R & D projects and phase III construction projects of new drug R & D and production center. Through the implementation of fund-raising projects, the company will strengthen the layout of product pipelines under development, strengthen the research and development of innovative drugs, accelerate the process of establishing a leading new drug research and development platform, further build and optimize new drug production facilities, and lay a good foundation for the company to launch more commercially competitive products.
The fund-raising investment project is the improvement, development and improvement of the company’s existing business system. The fund-raising investment project is compatible with the company’s existing business scale, financial status, technical level and management ability, complies with the provisions of national industrial policies, environmental protection policies and other relevant laws and regulations, and is an important measure to improve the new drug R & D and commercialization chain. The implementation of this raised investment project will further enhance the company’s market competitiveness, improve the company’s profitability and help the company’s sustainable and healthy development.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserves of the company engaged in investment projects with raised funds
The company’s core R & D management team pays attention to advanced drug R & D technology and has led or participated in the R & D and listing of many new drugs at home and abroad. Combined with the characteristics of overseas and Chinese pharmaceutical elites, the company has established a professional team with solid professional quality and rich experience in new drug development. It has corresponding high-level talents to lead and manage new drug discovery, pharmaceutical research, preclinical research, clinical research, drug registration and drug production, and has rich practical experience in promoting clinical candidate drugs to enter the stage of clinical research, The transformation ability and commercialization ability of technological achievements have been verified. The company’s professional core technical team enables the company to maintain strong independent innovation ability and sustainable R & D ability, providing a strong guarantee for the subsequent discovery and R & D of innovative drugs. As of March 31, 2022, the company has 323 R & D personnel, accounting for 40.83% of the total number of employees, including 122 with master’s degree and 27 with doctor’s degree or above. The total proportion of R & D personnel with master’s degree or above is 46.13%.
Dr. Zelin Sheng, chairman and general manager of the company, has more than 30 years of experience in clinical medicine, pharmacology, new drug R & D and company management, and directly leads the layout and development of the company’s product pipeline. The company’s core technical teams such as chief scientific officer, chief medical officer and deputy general manager of chemical and biological new drug R & D have more than 20 years of experience in new drug R & D, It will provide technical and management guarantee for the smooth implementation of the project.
2. Technical reserves of the company’s investment projects with raised funds
The company has excellent R & D ability of innovative drugs. As of the announcement date of the feasibility analysis report, by making full use of its core technology, the company has presided over 5 major national science and technology projects of “major new drug creation” and nearly 10 provincial scientific research projects. The company has a small molecule drug R & D and industrialization platform, complex recombinant protein biological new drugs
