Shandong Sanyuan Biotechnology Co., Ltd
Announcement on initial public offering and listing on GEM
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
hot tip
Shandong Sanyuan Biotechnology Co., Ltd. (hereinafter referred to as "Sanyuan biotechnology", "issuer" or "company") in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the "administrative measures") and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]) Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as "special provisions"), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as "detailed rules for the implementation of business") Detailed rules for the implementation of online IPO in Shenzhen market (SZS [2018] No. 279, hereinafter referred to as "detailed rules for the implementation of online IPO"), detailed rules for the implementation of offline IPO in Shenzhen market (revised in 2020) (SZS [2020] No. 483, hereinafter referred to as "detailed rules for the implementation of offline IPO") Code for underwriting of initial public offerings under the registration system (zxsf [2021] No. 213), rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212, hereinafter referred to as "rules for the administration of offline investors under the registration system") The detailed rules for placement of initial public offering shares (zsxf [2018] No. 142) and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on stock issuance and listing rules and the latest operation guidelines, organize the implementation of initial public offering shares and list them on the gem.
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the "offline issuance electronic platform"). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.
This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21) issued by China Securities Regulatory Commission on September 18, 2021, and the practical implementation rules for the issuance and underwriting of initial public offerings on gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by Shenzhen Stock Exchange The code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) issued by the China Securities Association invite investors to pay attention to the changes of relevant regulations, pay attention to investment risks, and carefully study and judge the rationality of issue pricing, Make investment decisions rationally.
Investors are kindly requested to pay attention to the pricing of this offering, the issuing process, online and offline subscription and payment, the setting of sales restriction period and the disposal of stock abandonment. The specific contents are as follows:
1. After the preliminary inquiry, the issuer and the recommendation institution (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Shandong Sanyuan Biotechnology Co., Ltd. and listing on the gem (hereinafter referred to as the "announcement on preliminary inquiry and promotion"), after excluding the preliminary inquiry results of investors who do not meet the requirements, Eliminate all placing objects whose proposed subscription price is higher than 140.86 yuan / share (excluding 140.86 yuan / share); Eliminate all placing objects whose proposed subscription price is 140.86 yuan / share and the number of subscription is less than 6.6 million shares (excluding 6.6 million shares); The placing objects with the proposed subscription price of 140.86 yuan / share and the subscription amount equal to 6.6 million shares will be eliminated. A total of 165 placing objects were excluded in the above process, and the total number of shares to be purchased was 582.6 million, accounting for 1.0096% of the total number of 57704.1 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. Please refer to the part marked "high price rejection" in the attached table "preliminary inquiry and quotation".
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the effective subscription multiple, the issuer's industry, the issuer's fundamentals, the valuation level of comparable listed companies, market conditions, the demand for raised funds and underwriting risks, and negotiate to determine that the issuance price is 109.30 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on January 24, 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 January 24, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as "public fund"), the National Social Security Fund (hereinafter referred to as "social security fund"), the basic old-age insurance fund (hereinafter referred to as "pension") established through public offering after excluding the highest quotation The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as "insurance fund") in accordance with the measures for the administration of the use of insurance funds, whichever is lower.
This offering does not arrange strategic placement to other external investors. According to the issue price, the relevant subsidiaries of the sponsor will not participate in the strategic placement. Finally, this issue will not be placed to strategic investors. The difference between the initial strategic placement and the final strategic placement is 1686050 shares, which will be transferred back to offline issuance.
This issuance is finally carried out 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 or non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance").
4. Restriction period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restriction period arrangement, and can be circulated from the date of listing of the stocks 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 purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
5. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
6. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on January 24, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the call back mechanism will be determined according to the initial effective subscription multiple of online investors.
7. Offline investors shall, according to the announcement on offline preliminary placement results of initial public offering of shares by Shandong Sanyuan Biotechnology Co., Ltd. and listing on the gem (hereinafter referred to as the announcement on offline preliminary placement results), according to the finally determined issuance price and preliminary placement quantity before 16:00 on January 26 (T + 2) 2022, Pay the subscription funds for new shares in full and on time.
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, all 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.
After winning the lot in the subscription of new shares, online investors shall, in accordance with the announcement on the results of online lottery for initial public offering of shares and listing on the gem of Shandong Sanyuan Biotechnology Co., Ltd. (hereinafter referred to as "online lottery")
Sign the announcement of results ") to fulfill the obligation of capital settlement and ensure that its capital account will have sufficient new share subscription funds on January 26 (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 offline and online investors shall be underwritten by the sponsor (lead underwriter).
8. When the total number of shares subscribed by offline and online investors is less than 70% of the number of public offerings, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
9. If the offline investors who provide effective quotation fail to participate in the subscription or the offline 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 recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The number of violations of placing objects in the selected layers of gem, sci-tech innovation board, main board and national share transfer system shall be calculated together. During the period of being included in the restricted list, the relevant placing objects shall not participate in the offline inquiry and subscription of the initial stock projects on the gem, the science and innovation board, the main board and the shares of the national share transfer system to unspecified qualified investors and the projects listed on the selected layer.
If the online investor fails to make full payment after winning the lottery for 3 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 abandonment of subscription.
10. The issuer and the recommendation institution (lead underwriter) solemnly remind the majority of investors to pay attention to investment risks and invest rationally. Please carefully read the articles published in China Securities Journal and Shanghai Securities News on January 21, 2022 (t-1) The special announcement on the investment risk of Shandong Sanyuan Biotechnology Co., Ltd. in its initial public offering and listing on the gem, published in the securities times and Securities Daily, fully understands the market risk and prudently participates in the IPO.
Valuation and investment risk tips
1. The issue price is 109.30 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 China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the industry of Sanyuan biology belongs to food manufacturing industry (C14). As of January 18, 2022 (T-4), the average static P / E ratio of food manufacturing industry (C14) released by China Securities Index Co., Ltd. in the latest month is 43.85 times. Please refer to it when making decisions.
As of January 18, 2022 (T-4), the valuation levels of comparable listed companies are as follows:
T-4 day shares in 2020 deduct corresponding static securities in 2020, referred to as securities code ticket closing price non front EPS non rear EPS P / E ratio - deduct non P / E ratio - deduct non (yuan / share) (yuan / share) (yuan / share) before (2020) and after (2020)
Baolingbao Biology Co.Ltd(002286) 002286. SZ 13.10 0.1341 0.0975 97.71 134.36
Zhejiang Huakang Pharmaceutical Co.Ltd(605077) 605077. SH 42.43 1.8823 1.7818 22.54 23.81
Anhui Jinhe Industrial Co.Ltd(002597) 002597. SZ 43.29 1.2810 1.0163 33.79 42.60
Average 51.35 66.92
Data source: wind information, data as of January 18, 2022 (T-4).
Note 1: if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding;
Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent before / after deduction of non recurring profit and loss in 2020 / total share capital on T-4 day.
The issuance price of 109.30 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 63.39 times higher than the average static P / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. and lower than the average static P / E ratio of comparable companies after deducting non recurring profits and losses in 2020, However, there is still a risk that the decline of the issuer's share price will bring losses to investors in the future. 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.
(2) After the issuance price is determined, 241 investors have submitted valid quotations for the offline issuance, and the number of placement objects managed is 5454, accounting for 56.50% of the total number of placement objects after excluding invalid quotations; The total number of effective proposed subscriptions is 3155,30
