Shandong Sanyuan Biotechnology Co., Ltd
Special announcement on investment risk of initial public offering and listing on GEM
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
The application of Shandong Sanyuan Biotechnology Co., Ltd. (hereinafter referred to as "Sanyuan biotechnology", "issuer" or "company") for initial public offering of no more than 33721000 ordinary shares (A shares) (hereinafter referred to as "this offering") has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), It has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 4073).
After negotiation between the issuer and the recommendation institution (lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "recommendation institution (lead underwriter)"), it is determined that the number of shares issued this time is 33721000 shares, accounting for 25.00% of the total share capital after issuance, all of which are new shares issued to the public, and the shareholders of the issuer will not transfer their old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw investors' attention to the following contents:
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.
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 the online subscription date are the same as January 24, 2022 (t day), in which 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 issue price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 109.30 yuan / share. The issue price of this issue shall not exceed the median and weighted average of offline investors' quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension") 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, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
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 of 1686050 shares will be transferred back to offline issuance. 4. This issuance is finally carried out through the combination of offline inquiry and placement to qualified offline 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 market value in Shenzhen market (hereinafter referred to as "online issuance").
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
5. The issue price is 109.30 yuan / share, and the corresponding P / E ratio is:
(1) 47.53 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 2020 by the total share capital before the issuance);
(2) 47.54 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 2020 in accordance with Chinese accounting standards by the total share capital before the issuance);
(3) 63.37 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 2020 by the total share capital after the issuance);
(4) 63.39 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 2020 in accordance with Chinese accounting standards by the total share capital after the issuance).
6. 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 industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of Sanyuan biology is food manufacturing, and the industry code is "C14". As of January 18, 2022 (T-4), the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. was 43.85 times.
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 31553 million shares, accounting for 54.68% of the total number of subscriptions after excluding invalid quotations, which is 1308.66 times of the initial offline issuance scale after strategic placement callback and before online and offline callback.
(3) Investors are reminded to pay attention to the difference between the issue price and the offline investor's quotation. For the offline investor's quotation, please refer to cninfo.com.cn published on the same day The attached table "preliminary inquiry and quotation" of the announcement on the initial public offering of shares and listing on the gem of Shandong Sanyuan Biotechnology Co., Ltd. (hereinafter referred to as the "issuance announcement").
(4) The fund-raising demand amount disclosed in the letter of intent of Shandong Sanyuan Biotechnology Co., Ltd. for initial public offering of shares and listing on the gem (hereinafter referred to as the "letter of intent") is RMB 900 million, the offering price is RMB 109.30/share, and the corresponding financing scale is RMB 3685.7053 million, which is higher than the above-mentioned fund-raising demand amount.
(5) This offering 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 sponsor (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 issue price shall be determined through negotiation based on the demand for raised funds, underwriting risk and other factors. The offering price shall not exceed 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. 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 suggested not to participate in this issue.
(6) 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. 7. Based on the issuance price of 109.30 yuan / share and 33721000 new shares, the total amount of funds raised by the issuer is expected to be about 3685.7053 million yuan. After deducting the estimated issuance cost of about 138.1738 million yuan (excluding value-added tax), the net amount of funds raised is expected to be about 3547.5315 million 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.
8. 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 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.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
10. Offline investors shall, in accordance with the announcement on the results of offline preliminary placement of initial public offering of shares by Shandong Sanyuan Biotechnology Co., Ltd. and listing on the gem, timely and fully pay the subscription funds for new shares according to the final issuance price and preliminary placement quantity before 16:00 on January 26 (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, 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 lottery of new shares, online investors shall fulfill the obligation of capital settlement according to the announcement on the results of online lottery of initial public offering of shares by Shandong Sanyuan Biotechnology Co., Ltd. and listing on the gem, so as to ensure that their capital account will eventually have sufficient new share subscription funds on January 26 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, 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).
11. 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.
12. The placing object shall strictly comply with the industrial regulatory requirements of China Securities Association, and the subscription amount shall not exceed the corresponding asset scale or capital scale. If the offline investors who provide effective quotations fail to participate in the subscription or the offline investors who obtain the preliminary placement fail to pay the subscription money in full and in time, they will be deemed to have breached the contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) will report the breach to the China securities industry
