- 2024,04,27
Stock abbreviation: Cheng Yi Pharmaceutical Stock code: 603811
Zheng Cheng Yi Pharmaceutical Co., Ltd
Initial Public Offering of A-share Listing Announcement
Sponsor (lead underwriter): Dongxing Securities Co., Ltd
(Registered address: 12th and 15th floors of Xinsheng Building, No. 5, Financial Street, Xicheng District, Beijing)
Listing Announcement of Zhejiang Cheng Yi Pharmaceutical Co.,Ltd
Hot tip
The shares of Zhejiang Cheng Yi Pharmaceutical Co.,Ltd (hereinafter referred to as "Cheng Yi Pharmaceutical", "the Company" or "the Company") will be listed on Shanghai Stock Exchange on March 15, 2017. Our company reminds investors to fully understand the risks in the stock market and the risk factors disclosed by our company. In the early stages of new stock listing, we should avoid blindly following the trend and "speculating", and should make prudent decisions and make rational investments.
Section 1 Important Statements and Reminders
Our company and all directors, supervisors, and senior management guarantee the authenticity, accuracy, and completeness of the information disclosed in the listing announcement, and promise that there are no false records, misleading statements, or significant omissions in the listing announcement, and we will bear individual and joint legal responsibilities.
The opinions of the Shanghai Stock Exchange and other government authorities on the listing of the Company's shares and related matters do not indicate any guarantee to the Company.
The Company reminds investors that all relevant contents not covered in this Listing Statement should be checked and published on the website of Shanghai Stock Exchange（ http://www.sse.com.cn ）The full text of our company's prospectus.
Our company reminds investors to pay attention to the investment risks in the initial stage of the initial public offering of stocks (hereinafter referred to as "new stocks"). Investors should fully understand the risks and participate in new stock trading rationally.
Unless otherwise specified, the definitions of abbreviations or terms in this listing announcement are the same as those in the prospectus of our company's initial public offering.
1.Commitment on circulation restrictions, reduction prices, and lock-in period of shares held by shareholders before this issuance
The circulation restrictions on the shares held by shareholders before this issuance and their voluntary commitment to lock up their shares are as follows:
(1) Commitment of controlling shareholder and actual controller
Yan Yiyi, the controlling shareholder and actual controller of the issuer, promises:
Within 36 months from the date of the company's initial public offering and listing, the company shall not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor shall the company repurchase such shares; If the company's shares are reduced within two years after the expiration of the aforementioned lock-in period, the reduction price shall not be lower than the issuance price, and the total number of shares reduced each year shall not exceed 20% of the company's shares held by me at the end of the previous year (if there are matters such as dividend payouts, stock dividends, or conversion of capital reserve into share capital, the reduction amount shall be adjusted accordingly), and shall be announced three trading days before the reduction. If the closing price of the company's stocks is lower than the issuance price for 20 consecutive trading days within 6 months after the company's listing, or if the closing price at the end of 6 months after the listing is lower than the issuance price, the lock-in period for the company's stocks held by me will be automatically extended for 6 months. After the expiration of the aforementioned lockup period, the number of shares transferred each year during my tenure shall not exceed 25% of the total number of shares held by me directly or indirectly in the company; Within six months after my resignation, I will not transfer the company shares I directly or indirectly hold; Within twelve months after applying for resignation, the proportion of the number of company stocks sold through stock exchange trading to the total number of company stocks held by me shall not exceed or terminate upon resignation.
(2) Commitment from shareholders holding more than 5% of the shares
1. Zhongyuan Jiuding, a shareholder holding more than 5% of the company's shares, promises:
Within twelve months from the date of the company's initial public offering and listing, the company shall not transfer or entrust others to manage the company's shares directly or indirectly held by the institution before this issuance, nor shall the company repurchase such shares; Our institution will reduce all shares of the company within two years after the expiration of the aforementioned lock-in period, and the reduction price shall not be less than 150% of the net asset value per share at the time of the company's initial public offering and listing (if the company undergoes ex dividend or ex dividend activities from the time of listing to the period of our institution's reduction, the net asset value per share at the time of our institution's reduction will be adjusted accordingly); The reduction of shares of the Company by this institution shall comply with the provisions of relevant laws, regulations and normative documents, and the specific reduction methods include but are not limited to the centralized bidding trading mode of the exchange, Block trade mode, agreement transfer mode, etc; When this institution reduces its shareholding in the company, it will timely and accurately fulfill its information disclosure obligations in accordance with the rules of the stock exchange. It will be announced three trading days before the reduction, except when this institution holds less than 5% of the company's shares.
2. Yan Maolin, a natural person shareholder holding more than 5% of the company's shares, promises:
Within twelve months from the date of the company's initial public offering and listing, the company shall not transfer or entrust others to manage the company's shares directly or indirectly held by the company before this issuance, nor shall the company repurchase such shares; If the company's shares held by me are reduced within two years after the expiration of the lock-in period promised by me, the reduction price shall not be lower than the issuance price;
(3) Commitment of shareholding directors, supervisors, and senior management personnel
Shareholders Li Shisheng, Zhuang Xiaoping, Shen Ailan, Ren Bingjun, Qiu Kerong, Zhang Fufu, Mao Liping, Zhang Zhihong, Lv Sunzhan, Lin Xinchen, and Cao Huajie, the former deputy general manager of the company, who serve as directors, supervisors, and senior management personnel of the company, commit to:
Except for the eligible shareholders involved in the public offering of shares in this issuance, within 12 months from the date of the company's initial public offering and listing, I will not transfer or entrust others to manage the company's shares directly or indirectly held by me before this issuance, nor will the issuer repurchase such shares. If the company's shares are reduced within two years after the expiration of the aforementioned lock-in period, the reduction price shall not be lower than the issuance price. If the closing price of the company's stocks is lower than the issuance price for 20 consecutive trading days within 6 months after the company's listing, or if the closing price at the end of 6 months after the listing is lower than the issuance price, the lock-in period of the company's stocks held by me will be automatically extended for 6 months. After the expiration of the aforementioned lockup period, the number of shares transferred each year during my tenure shall not exceed 25% of the total number of shares held by me directly or indirectly in the company; Within six months after my resignation, I will not transfer the company shares I directly or indirectly hold; Within twelve months after applying for resignation, the proportion of the company's stocks sold through listing on the stock exchange shall not exceed 50% of the total number of company stocks held by me. I will not terminate or refuse to fulfill the above commitments due to changes in position, resignation, or other reasons.
Ke Zehui, Deputy General Manager and Secretary of the Board of Directors of the company, promises:
Within 36 months from the date of the company's initial public offering and listing, the company shall not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor shall the company repurchase such shares; If the company's shares are reduced within two years after the expiration of the aforementioned lock-in period, the reduction price shall not be lower than the issuance price, and the total number of shares reduced each year shall not exceed 20% of the company's shares held by me at the end of the previous year (if there are dividend payouts, stock dividends, or conversion of capital reserve to share capital, the reduction quantity shall be adjusted accordingly), and shall be announced three trading days before the reduction. If the closing price of the company's stocks is lower than the issuance price for 20 consecutive trading days within 6 months after the company's listing, or if the closing price at the end of 6 months after the listing is lower than the issuance price, the lock-in period for the company's stocks held by me will be automatically extended for 6 months. After the expiration of the aforementioned lockup period, the number of shares transferred each year during my tenure shall not exceed 25% of the total number of shares held by me directly or indirectly in the company; Within six months after my resignation, I will not transfer the company shares I directly or indirectly hold; Within twelve months after applying for resignation, the proportion of the company's stocks sold through listing on the stock exchange shall not exceed 50% of the total number of company stocks held by me. The above reduction price and share lock-in commitment shall not be terminated or refused to be fulfilled due to reasons such as my position change or resignation.
(4) Commitment of other natural person shareholders
Twelve natural person shareholders, including Cen Junda, Xie Xuyi, Chen Houqiang, Chen Haiyan, Zhang Xiangrong, Yan Yiqia, Jiang Pijian, Zhang Gaoqiao, Zeng Huanqun, Lin Baogui, Yang Chuchu, and Yao Qizheng, commit to:
Except for the eligible shareholders involved in the public offering of shares in this issuance, within twelve months from the date of the company's initial public offering and listing, I will not transfer or entrust others to manage the company's shares directly or indirectly held before this issuance, nor will the company repurchase such shares.
The natural person shareholder Lin Zijin of the company promises:
Within 36 months from the date of the company's initial public offering and listing, the company shall not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor shall the company repurchase such shares; If the company's shares are reduced within two years after the expiration of the aforementioned lock-in period, the reduction price shall not be lower than the issuance price, and the total number of shares reduced each year shall not exceed 20% of the company's shares held by me at the end of the previous year (if there are dividend payouts, stock dividends, or conversion of capital reserve to share capital, the reduction quantity shall be adjusted accordingly), and shall be announced three trading days before the reduction. If the closing price of the company's stocks is lower than the issuance price for 20 consecutive trading days within 6 months after the company's listing, or if the closing price at the end of 6 months after the listing is lower than the issuance price, the lock-in period for the company's stocks held by me will be automatically extended for 6 months.
2.Plan for stabilizing the company's stock price within three years after its listing when the stock price is lower than the net assets per share
In order to stabilize the company's stock price and protect the interests of small and medium-sized shareholders and investors, the first extraordinary shareholders' meeting of the company in 2014 reviewed and approved the "Proposal on Developing a Stable Stock Price Plan". The controlling shareholders, directors, and senior management of the company made commitments to the plan for stabilizing the stock price within three years after the company went public. The stock price stabilization plan for the company within three years after listing is as follows:
(1) Conditions for initiating the plan to stabilize stock prices
Within three years after our company's initial public offering and listing, If the closing price of the company's stock for 20 consecutive trading days (in the event of profit distribution, conversion of capital reserve to share capital, issuance, or allotment of shares, the closing price shall be adjusted accordingly, the same below) is lower than the latest audited net assets per share of the company (If there is a change in the net assets or total number of shares of the company due to profit distribution, conversion of capital reserve into share capital, issuance, or allotment of shares, the net assets per share shall be adjusted accordingly, the same below). If it is not caused by force majeure, the company, its controlling shareholders, directors, and senior management will initiate relevant measures to stabilize the company's stock price.
(2) Specific measures to stabilize stock prices
When the company needs to take stock price stabilization measures, they should be implemented in the following order:
1. Corporate repurchase
(1) The company's repurchase of shares for the purpose of stabilizing stock prices should comply with relevant laws, regulations, and normative documents, and should not result in the company's equity distribution not meeting the listing conditions.
(2) The board of directors of the company must make a resolution to repurchase shares, which must be approved by more than half of all directors. The directors of the company promise to vote in favor of the relevant resolution to repurchase shares.
(3) The resolution of the company's shareholders' meeting to repurchase shares must be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting. The controlling shareholders of the company promise to vote in favor of such repurchase matters at the shareholders' meeting.
(4) If a company conducts share repurchases for the purpose of stabilizing stock prices, in addition to complying with the requirements of relevant laws and regulations, the following items should also be met:
① The company's funds for repurchasing shares are its own funds, and the price for repurchasing shares shall not exceed the company's latest audited net assets per share in principle;
② The total amount of funds used by the company for repurchasing shares shall not exceed the total amount of funds raised by the company's initial public offering of shares;
③ In principle, the funds used by the company for a single share repurchase shall not be less than RMB 10 million;
④ The company's single repurchase of shares shall not exceed 2% of the total share capital of the company.
(5) After the company's board of directors announces the plan to repurchase shares, if the closing price of the company's shares exceeds the latest audited net assets per share for 5 consecutive trading days, the company's board of directors should make a resolution to terminate the repurchase of shares and not initiate the repurchase of shares within the next 3 months.
2. Increase in holdings by controlling shareholders
(1) After the total amount of funds used by the company for repurchasing shares is fully utilized, when any of the following conditions occur, the controlling shareholders of the company shall increase their holdings of the company's shares in accordance with relevant laws, regulations, and regulatory documents:
① The closing price of the company's shares is lower than the latest audited net assets per share for 10 consecutive trading days after the expiration of the implementation period of the company's share repurchase plan;
② The condition for stabilizing the stock price within 3 months from the date of completion of the company's share repurchase plan has been triggered again.
(2) In principle, the amount of funds used by controlling shareholders to increase their shareholding shall not be less than 20% of the cumulative cash dividends received from the company since its listing, and shall not exceed the total cumulative cash dividends received from the company since its listing; Within every 12 months after the company's listing, the number of shares held shall not exceed 2% of the total share capital of the company.
3. Increase in holdings by directors and senior management
(1) When the cumulative amount of funds used by controlling shareholders to increase their holdings of shares exceeds the total amount of cash dividends they have received from the company since its listing, and any of the following conditions occur, the company's directors and senior management personnel who receive compensation from the company at that time shall increase their holdings of the company's shares in accordance with relevant laws, regulations, and normative documents:
① The closing price of the company's shares for 10 consecutive trading days after the expiration of the implementation period of the controlling shareholder's share increase plan is lower than the latest audited net assets per share of the company;
② The condition for stabilizing the stock price within 3 months from the date of completion of the implementation of the controlling shareholder's share increase plan has been triggered again.
(2) Directors and senior management personnel of the company who are obligated to increase their holdings promise that the monetary funds used to increase their holdings of company shares shall not be less than 20% of the total personal compensation of such directors and senior management personnel in the previous year, but shall not exceed the total personal compensation of such directors and senior management personnel in the previous year. All directors and senior management personnel of the company who are obligated to increase their holdings shall be jointly and severally liable for the performance of such increase obligations.
4. After the completion of the increase in shareholding by the company's directors and senior management, if the closing price of the company's stock continues to be lower than the latest audited net asset value per share for 20 consecutive trading days, the company shall carry out the company's repurchase, controlling shareholder increase, and director and senior management increase in accordance with the provisions of this plan.
5. When the company hires new directors and senior management personnel who will receive compensation from the company, they will be prompted to sign relevant commitments in accordance with the provisions of this plan.
(3) Initiation Procedure for Stabilizing Stock Price Measures
1. Corporate repurchase
(1) The board of directors of the company shall make a resolution to repurchase the shares within 15 trading days from the triggering date of the aforementioned company's repurchase initiation conditions;
(2) The board of directors of the company shall, within 2 working days after making a resolution to repurchase shares, announce the board resolution and repurchase plan, and issue a notice of convening a shareholders' meeting;
(3) The company's repurchase shall commence the next day after the resolution of the shareholders' meeting is made, and shall be completed within 30 days after completing relevant legal procedures;
(4) After the implementation of the company's repurchase plan, a report on the changes in the company's shares shall be announced within 2 working days, and the repurchased shares shall be cancelled in accordance with the law within 10 days, and the procedures for industrial and commercial registration of changes shall be completed.
2. Increase in holdings of controlling shareholders, directors, and senior management personnel
(1) The board of directors of the company shall make an increase announcement within 2 trading days from the triggering date of the conditions for stabilizing the stock price of the controlling shareholders, directors, and senior management mentioned above.
(2) The controlling shareholders, directors, and senior management personnel shall start increasing their holdings the next day from the date of the announcement, and shall complete the implementation within 30 days after completing relevant legal procedures.
3.Commitment on the authenticity, accuracy, and completeness of documents related to the initial public offering of stocks
(1) Company commitment
If there are false records, misleading statements, or significant omissions in the prospectus of our company's initial public offering of stocks, which have a significant and substantial impact on determining whether our company meets the issuance conditions stipulated by law, our company will repurchase all new shares of our initial public offering in accordance with the law, and initiate the repurchase process within five trading days from the date of the corresponding decision made by the authority, The repurchase price shall be determined according to the higher of the secondary market price and the initial public offering price, and shall be implemented according to the procedures prescribed by relevant laws and regulations.
If there are false records, misleading statements, or significant omissions in the prospectus of our company's initial public offering of stocks, resulting in losses suffered by investors in securities trading, our company will compensate the investors for the losses in accordance with the law, and the relevant work of compensating investors for losses will be initiated within five trading days from the date of the corresponding decision made by the authority. The compensation amount for such losses shall be limited to the actual direct losses incurred by the investors.
(2) Commitment from the controlling shareholder and actual controller of the company
Yan Yiyi, the controlling shareholder and actual controller of the company, promises that if there are false records, misleading statements, or significant omissions in the prospectus of Chengyi Pharmaceutical's initial public offering of stocks, which constitutes a significant and substantial impact on determining whether Chengyi Pharmaceutical meets the issuance conditions stipulated by law, I will legally repurchase the original restricted shares (if any) that were publicly offered during the initial public offering, The repurchase procedure shall be initiated within five trading days from the date when the self owned authority makes the corresponding decision. The repurchase price shall be determined according to the Secondary market price or the IPO price, whichever is higher, and shall be implemented in accordance with the procedures prescribed by relevant laws and regulations.
If there are false records, misleading statements, or significant omissions in the prospectus for the initial public offering of stocks by Sincere Pharmaceutical, resulting in losses suffered by investors in securities trading, if I am legally responsible for this, I will compensate investors for their losses in accordance with the law, and I have the right to initiate relevant work to compensate investors for their losses within five trading days from the date of the corresponding decision made by the relevant authority, The compensation amount for such losses is limited to the direct losses actually incurred by the investor.
(3) Commitment of company directors, supervisors, and senior management
All directors, supervisors, and senior management of the company promise that if there are false records, misleading statements, or significant omissions in the prospectus for the initial public offering and listing of stocks, resulting in losses suffered by investors in securities trading, if I am legally responsible for this, I will compensate the investors for the losses in accordance with the law, The relevant work of compensating investors for losses shall be initiated within five trading days from the date of the corresponding decision made by the authority, and the compensation amount for such losses shall be limited to the actual direct losses incurred by the investors.
(4) Commitment of relevant intermediary institutions
The recommendation institution Dongxing Securities promises that there are no false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the company's initial public offering of shares; If there are false records, misleading statements, or significant omissions in the documents produced and issued by this recommendation institution for the company's initial public offering of stocks, which cause losses to investors, the investor will be compensated for the losses in advance.
The company's lawyer, Shanghai Jintiancheng Law Firm, promises that if there are false records, misleading statements, or significant omissions in the documents issued by our firm for the company's initial public offering, which causes losses to investors, our firm will compensate investors for the losses in accordance with the law. The qualification of investors who are entitled to compensation, the identification of the scope of investors' losses, the division of responsibilities between compensation subjects and the reasons for exemption shall be implemented in accordance with the provisions of the Securities Law, the Several Provisions of the Supreme People's Court on the Trial of Civil Compensation Cases Caused by False statement in the Securities Market (FSH [2003] No. 2) and other relevant laws, regulations and judicial interpretations. If relevant laws, regulations, and judicial interpretations are revised accordingly, they shall be implemented in accordance with the then effective laws, regulations, and judicial interpretations. We promise to strictly compensate in accordance with the compensation methods and amounts recognized in effective judicial documents, to ensure that the legitimate rights and interests of investors are effectively protected.
Zhonghui Certified Public Accountants (Special General Partnership), the company's accountant, promises that the documents produced and issued by our firm for the company's initial public offering of stocks do not contain any false records, misleading statements, or significant omissions; If there are false records, misleading statements, or significant omissions in the documents produced or issued by this exchange for the company's initial public offering of stocks, causing losses to investors, this exchange will compensate investors for the losses in accordance with the law, unless it proves that it is not at fault or the China Securities Regulatory Commission determines that it is not responsible.
The asset evaluation institution Tianyuan Asset Evaluation Co., Ltd. promises that the documents produced and issued by the company for the initial public offering of shares do not contain any false records, misleading statements, or significant omissions; If the documents produced or issued by our company for the initial public offering of shares contain false records, misleading statements, or significant omissions, causing losses to investors, our company will compensate investors for the losses in accordance with the law, except for those deemed irresponsible by the China Securities Regulatory Commission.
Section 2 Listing of Stocks
1.Review of stock listing
(1)Legal basis for preparing a listing announcement
This Listing Statement is prepared in accordance with the Company Law of the Company Law of the People's Republic of China, the Securities Law of the China, the Shanghai Stock Exchange Stock Listing Rules and other relevant laws and regulations, and the Shanghai Stock Exchange Guidelines on the Content and Format of Stock Listing Statements (revised in 2013), with the purpose of providing investors with basic information about the IPO of A-shares of the Company.
(2)Approval department and document number for stock issuance
The Company's initial public offering of A-shares has been approved by the China Securities Regulatory Commission in ZJXK [2017] No. 157.
(3)The document number of the stock exchange approving the listing of stocks
The listing of A-share shares of the Company has been approved by the Shanghai Stock Exchange Self discipline Supervision Decision [2017] No. 63.
2.Information related to stock listing
(1)Listing place: Shanghai Stock Exchange
(2)Listing date: March 15, 2017
(3)Stock abbreviation: Chengyi Pharmaceutical
(4)Stock code: 603811
(5)Total share capital after this public offering: 85.2 million shares
(6)The number of shares publicly issued this time: 21.3 million shares, old shareholders do not publicly offer shares
(7)Number of unrestricted and lock-in stocks for this listing: 21.3 million shares
(8)The circulation restrictions and deadlines for the shares held by shareholders before the issuance: refer to the "Section 1 Important Statements and Reminders" in this listing announcement
(9)The commitment of shareholders to voluntarily lock up their shares before the issuance: refer to "Section 1 Important Statements and Reminders" in this listing announcement
(10)Stock registration authority: China Securities Depository and Clearing Corporation Co., Ltd. Shanghai Branch
(11)Listing sponsor: Dongxing Securities Co., Ltd
Section 3 Information of the issuer, shareholders, and actual controllers
1.Basic information of the issuer
(1)Basic information of the issuer
Company Name: Zhejiang Chengyi Pharmaceutical Co., Ltd
Registered capital: 63.9 million yuan (before issuance)
Legal representative: Yan Yiyi
Registered address: No.118, Chemical Road, Dongtou District, Wenzhou, Zhejiang
Business scope: production of APIs (Ribavirin, Azathioprine, Mercaptopurine, Aciclovir, Clindamycin phosphate, vitamin K1, vitamin K4, Sodium bisulfite potassium naphthoquinone, vitamin B4, Gastrodin, Norfloxacin, tolasemide, acetylcysteine, Glucosamine), hard capsules, small volume injections, tablets, granules (operated within the validity period of the Drug Production License); Production and sales of pharmaceutical intermediates (excluding hazardous chemicals, monitored control chemicals, and easily manufactured drugs); Import and export of goods and technology.
Main business: Research and development, production, and sales of chemical raw materials and preparations.
Industry: Pharmaceutical Manufacturing Industry (C27)
Contact number: 0577-63484842
Fax number: 0577-63484842
Internet address: http://www. Chengyipharma.com
Email: office@chengyipharma.com
Secretary of the Board of Directors: Ke Zehui
(2)Appointment and shareholding of directors, supervisors, and senior management personnel
1. Appointment of directors, supervisors, and senior management personnel of the company
As of the date of publication of this listing announcement, the positions of directors, supervisors, and senior management personnel of the company are as follows:
Name, company position selection and tenure
(2)Appointment and shareholding of directors, supervisors, and senior management personnel
1. Appointment of directors, supervisors, and senior management personnel of the company
As of the date of publication of this listing announcement, the positions of directors, supervisors, and senior management personnel of the company are as follows:
Name, company position selection and tenure
From March 2013 to March 2016, he served as the Chairman of the First Board of Directors of Chengyi Pharmaceutical, Yan Yiyi. From March 2016 to present, he has served as the Chairman of the Second Board of Directors of Chengyi Pharmaceutical for a term of three years.
From November 2014 to March 2016, served as Ren Bingjun, the first director of Chengyi Pharmaceutical, and a director of the General Economic Council. From March 2016 to present, served as a director of the second board of directors of Chengyi Pharmaceutical, with a term of three years. From May 2011 to present, served as the general manager of Chengyi Pharmaceutical.
From March 2013 to March 2016, he served as the first director of Chengyi Pharmaceutical, Director Li Shisheng, Deputy General Manager, and Executive Vice General Manager. From March 2016 to present, he has served as the second director and Deputy General Manager of Chengyi Pharmaceutical, with a term of three years.
From March 2013 to March 2016, he served as a director of the first board of directors of Chengyi Pharmaceutical, Zhuang Xiaoping. From March 2016 to present, he has served as a director of the second board of directors of Chengyi Pharmaceutical, with a term of three years.
From March 2013 to March 2016, he served as a director of the first board of directors of Chengyi Pharmaceutical, Shen Ailan. From March 2016 to present, he has served as a director of the second board of directors of Chengyi Pharmaceutical, with a term of three years.
From May 2014 to March 2016, he served as a director of the first board of directors of Chengyi Pharmaceutical, Ji Wenhong. From March 2016 to present, he has served as a director of the second board of directors of Chengyi Pharmaceutical, with a term of three years.
From September 2013 to March 2016, he served as an independent director of the first board of directors of Chengyi Pharmaceutical, Ma Shike. From March 2016 to present, he has served as an independent director of the second board of directors of Chengyi Pharmaceutical, with a term of three years.
From September 2013 to March 2016, he served as an independent director of the first board of directors of Chengyi Pharmaceutical, Zhou Qun. From March 2016 to present, he has served as an independent director of the second board of directors of Chengyi Pharmaceutical, with a term of three years.
From September 2013 to March 2016, he served as an independent director of the first board of directors of Chengyi Pharmaceutical, Jin Aijuan. From March 2016 to present, he has served as an independent director of the second board of directors of Chengyi Pharmaceutical, with a term of three years.
From March 2013 to March 2016, served as the Chairman and Supervisor of the First Supervisory Board of Chengyi Pharmaceutical, Qiu Kerong. From March 2016 to present, served as the Supervisor of the Second Supervisory Board of Chengyi Pharmaceutical, with a term of three years.
From March 2013 to March 2016, he served as the first supervisor of Chengyi Pharmaceutical, Zhang Fufu, and the second supervisor of Chengyi Pharmaceutical from March 2016 to present, with a term of three years.
From March 2013 to March 2016, served as the first supervisor of Chengyi Pharmaceutical, Su Liping, the employee representative supervisor of the supervisory board. From March 2016 to present, served as the second supervisor of Chengyi Pharmaceutical, with a term of three years.
Mao Liping, Deputy General Manager, has been serving as the Deputy General Manager of the company since March 2013.
Zhang Zhihong, Deputy General Manager, has been serving as the Deputy General Manager of the company since March 2013.
Lin Xinchen, Deputy General Manager, has been serving as the Deputy General Manager of the company since December 2015.
Ke Zehui, Deputy General Manager and Secretary of the Board of Directors, has been serving as the Secretary of the Board of Directors of the company since March 2013, and as the Deputy General Manager of the company since December 2015.
Lv Sunzhan has been serving as the company's financial director since March 2013.
2. Shareholdings of directors, supervisors, and senior management of the company
The direct holdings of company shares by directors, supervisors, and senior management personnel prior to this issuance are as follows:
Name, company position/kinship, direct shareholding ratio (%), whether pledged or frozen
Chairman Yan Yiyi and Executive Director of Jiangsu Chengyi 39.20 No
Li Shisheng Director and Executive Vice General Manager 0.94 No
Director Shen Ailan 3.05 No
Director Zhuang Xiaoping 4.69 No
Ren Bingjun, Director and General Manager 3.29 No
Qiu Kerong, Chairman of the Supervisory Board and Assistant to the General Manager 1.88 No
Supervisor Zhang Fufu 1.41 No
Mao Liping, Deputy General Manager 2.35 No
Vice General Manager Zhang Zhihong 0.94 No
Deputy General Manager Lin Xinchen 0.94 No
Lv Sunzhan, CFO 0.70 No
Ke Zehui, Deputy General Manager and Secretary of the Board of Directors 3.00 No
2、 Situation of controlling shareholders and actual controllers
The controlling shareholder and actual controller of our company is Mr. Yan Yiyi, who directly holds 25.05 million shares of our company, accounting for 39.20% of the total share capital before the issuance.
Mr. Yan Yiyi was born in 1949, Chinese nationality, without overseas Permanent residency, junior college degree, senior manager. Formerly served as the director of Tongshan Pharmaceutical Factory in Dongtou County, the director of Wenzhou Third Pharmaceutical Factory, the chairman and general manager of Zhejiang Chengyi Pharmaceutical Co., Ltd., and the executive director and general manager of Wenzhou Third Pharmaceutical Import and Export; He is currently the chairman of Zhejiang Chengyi Pharmaceutical Co., Ltd., the executive director of Jiangsu Chengyi Pharmaceutical Co., Ltd., the chairman of Wenzhou Dongtou District Chengyi Microfinance Co., Ltd., and the chairman of Wenzhou Lixiang Animal Experimental Research Institute. Mr. Yan Yiyi has been awarded the titles of Excellent Entrepreneur for Small and Medium Enterprises in Zhejiang Province in 2011, Excellent Entrepreneur for Wenzhou City in 2013, Meritorious Entrepreneur for Wenzhou City in 2014, and Excellent Entrepreneur for Wenzhou City in 2015.
3、 Shareholders' situation
（1） Share capital of the issuer before and after this issuance
Before this issuance, the total share capital of the company was 63.9 million shares, and 21.3 million shares were issued. The total share capital after the issuance was 85.2 million shares, accounting for 25.00% of the total share capital after the issuance. Before and after this issuance, the capital structure of the company is as follows:
Before and after issuance
Name of shareholder (name) Number of shares held Proportion of shares held Quantity of shares held Proportion of shares held
(10000 shares) (10000 shares)
1、 A shares Shares outstanding subject to restrictions on sales
1 Yan Yiyi 2505 39.20% 2505 29.40%
2 Zhongyuan Jiuding 1140 17.84% 1140 13.38%
3 Yan Maolin 330 5.16% 330 3.87%
4 Zhuang Xiaoping 300 4.69% 300 3.52%
5 Cen averages 210 3.29% 210 2.46%
6 Ren Bingjun 210 3.29% 210 2.46%
7 Shen Ailan 195 3.05% 195 2.29%
8 Ke Zehui 192 3.00% 192 2.25%
9 Maoliping 150 2.35% 150 1.76%
10 Qiu Kerong 120 1.88% 120 1.41%
11 Cao Huajie 93 1.46% 93 1.09%
12 Zhang Fufu 90 1.41% 90 1.06%
13 Lin Zijin 90 1.41% 90 1.06%
14 Xie Xuyi 60 0.94% 60 0.70%
15 Lin Xinchen 60 0.94% 60 0.70%
16 Chen Houqiang 60 0.94% 60 0.70%
17 Chen Haiyan 60 0.94% 60 0.70%
18 Zhang Xiangrong 60 0.94% 60 0.70%
19 Zhang Zhihong 60 0.94% 60 0.70%
20 Li Shi Sheng 60 0.94% 60 0.70%
21 Yan Yiqia 45 0.70% 45 0.53%
22 Jiang Pijian 45 0.70% 45 0.53%
23 Lv Sun Zhan 45 0.70% 45 0.53%
24 high bridges 45 0.70% 45 0.53%
25 Zeng Huanqun 45 0.70% 45 0.53%
26 Forest precious 45 0.70% 45 0.53%
27 Yang Chuchu 45 0.70% 45 0.53%
28 Yao Qizheng 30 0.47% 30 0.35%
2、 Non tradable A-share Shares outstanding -2130 25.00%
Total 6390 100.00% 8520 100.00%
(2)After this issuance, the shareholding situation of the top ten shareholders
After this public offering, the number of shareholders before the issuer went public was 23201, among which the top ten shareholders held the following shares:
Number: Name of shareholder (name) Shares (10000 shares) Shareholding ratio (%)
1 Yan Yiyi 2505 29.40
2 Zhongyuan Jiuding 1140 13.38
3 Yan Maolin 330 3.87
4 Zhuang Xiaoping 300 3.52
5 Cen averages 210 2.46
6 Ren Bingjun 210 2.46
7 Shen Ailan 195 2.29
8 Ke Zehui 192 2.25
9 Maoliping 150 1.76
10 Qiu Kerong 120 1.41
Section 4 Stock Issuance
(1) Stock type: RMB ordinary A shares
(2) Per share face value: RMB 1.00
(3) Number of shares issued: 21.3 million (all new shares publicly issued by the company, no transfer of old shares)
(4) Issue price: 15.76 yuan/share
(5) Issuance P/E ratio: 20.67 times (earnings per share calculated by dividing the net profit attributable to shareholders of the parent company before and after deducting non recurring gains and losses, whichever is lower, by the total share capital after this issuance)
(6) Net assets per share after issuance: 6.58 yuan (calculated by dividing the sum of net assets attributable to the owners of the parent company and the net amount of raised funds audited as of December 31, 2016 by the total share capital after this issuance)
(7) Earnings per share after issuance: 0.76 yuan (calculated by dividing the lower of the net profit attributable to the owners of the parent company before and after deducting non recurring gains and losses in 2016 by the total share capital after issuance)
(8) Issuance method: A combination of offline inquiry and placement with investors, and online subscription pricing based on market value. Among them, the final offline issuance quantity is 2.13 million shares, and the final online issuance quantity is 19.17 million shares.
(9) Issuing object: domestic natural persons, legal persons and other investors who are qualified and open accounts in Shanghai Stock Exchange (except purchasers prohibited by national laws and regulations).
(10) Underwriting method: balance underwriting
(11) The total amount of raised funds and the verification of the funds by the certified public accountant:
The total amount of funds raised in this issuance is 335.688 million yuan, and the net amount of funds raised is 2801983 million yuan. Zhonghui Certified Public Accountants (Special General Partnership) has conducted an audit on the funding of the company's public issuance of new shares and issued a Capital Verification Report (ZHKY [2017] No. 0546) on March 10, 2017.
(12) The total amount and composition of this issuance fee
Project amount (10000 yuan)
Recommendation underwriting fee: 3590.00
Audit and capital verification fee: 850.00
Lawyer fee: 512.50
Information disclosure fees related to this issuance: 567.00
Issuance fee: 29.47
Total: 5548.97
(13) Proposed listing place: Shanghai Stock Exchange
(14) Underwriting situation: The number of shares waived by online investors in this issuance will be exclusively underwritten by the recommendation institution (main underwriter). The number of shares underwritten by the recommendation institution (main underwriter) is 37556, with an underwriting amount of 591882.56 yuan. The underwriting ratio of the lead underwriter is 0.18%.
Section 5 Financial and Accounting Materials
Zhonghui Certified Public Accountants (Special General Partnership) conducted an audit of the company's financial reports for the years 2014 to 2016 and issued the "Audit Report" with an unqualified opinion according to Zhonghui Huishen [2017] No. 0109 standard. Investors who wish to learn more about the relevant information should carefully read the "Section 10 Financial Accounting Information" and "Section 11 Management Discussion and Analysis" of the prospectus. This listing announcement will no longer be disclosed.
1.The main financial data and indicators of the company for 2016
(15) Main data of the balance sheet
Unit: 10000 yuan
Project 2016/12/31/2015/12/31
Total assets 36427.35 34613.26
Total liabilities 8410.76 8621.09
Equity attributable to shareholders of the parent company 28016.59 25992.17
（2） Main data of Income statement
Unit: 10000 yuan
Project 2016 and 2015
Operating income 32122.31 31695.39
Operating profit 7571.48 6454.21
Total profit 7922.10 6816.29
Net profit 6816.92 5770.51
Net profit attributable to the owner of the parent company 6816.92 5770.51
Attributed to the parent company after deducting non recurring gains and losses 6495.72 5428.56
（3） Main data of Cash flow statement
Unit: 10000 yuan
Project 2016 and 2015
Net cash flow generated from operating activities 9494.99 8194.26
Net cash flow generated from investment activities -1811.39-1309.52
Net cash flow generated from financing activities -6019.44-4404.83
Exchange rate changes on cash and cash equivalents 2.85
Net increase in cash and cash equivalents 1661.32 2479.92
（4） Main data of non recurring income statement
Unit: 10000 yuan
Project 2016 and 2015
Gains and losses on disposal of non current assets 1.53-62.71
Government subsidies included in current profit and loss, but closely related to the company's business, 325.57 415.43
Excluding government subsidies enjoyed in accordance with national unified standards in terms of quota or quantity
Net non operating income and expenditure excluding the above items 43.84 38.60
Subtotal 370.95 391.32
Less: Income tax impact (decrease in income tax expenses expressed as "income tax") 49.75 49.37
Net non recurring gains and losses 321.20 341.95
（5） Analysis of changes in major financial statement items during the same period
In 2016, the main financial statement items reviewed by the company and their comparison during the same period are as follows:
Unit: 10000 yuan
Changes in project as of December 31, 2016 and 2015
Total assets 36427.35 34613.26 5.24%
Owner's equity 28016.59 25992.17 7.79%
Change amplitude of the project in 2016 and 2015
Operating income 32122.31 31695.39 1.35%
Operating profit 7571.48 6454.21 17.31%
Total profit 7922.10 6816.29 16.22%
Net profit 6816.92 5770.51 18.13%
Net profit attributable to the owner of the parent company 6816.92 5770.51 18.13%
Attributed to the parent company after deducting non recurring gains and losses 6495.72 5428.56 19.66%
2.Main operating conditions after the deadline for financial report audit
After the financial report audit deadline (December 31, 2016), the company's main operating conditions were normal and its operating performance was good. In addition, there have been no significant adverse changes in the company's business model, procurement scale and prices of major raw materials, production and sales scale and prices of major products, composition of major customers and suppliers, tax policies, or other major matters that may affect investors' judgment.
3.Expected performance for the first quarter of 2017
Based on the current macroeconomic situation, industry development status, and issuer operations of the pharmaceutical industry, the company will continue to operate steadily in the first quarter of 2017. It is expected that the operating revenue range for the first quarter of 2017 will be between 85.5 million yuan and 94 million yuan, with a growth rate of 21% to 33% compared to the same period last year; The net profit attributable to the shareholders of the parent company ranges from 13 million yuan to 14.2 million yuan, with a growth rate of 14% to 24% compared to the same period last year; The net profit attributable to the shareholders of the parent company after deducting non profits ranges from 13 million yuan to 14 million yuan, with a growth rate of 14.44% to 23.24% compared to the same period last year. (The performance forecast for the first quarter of 2017 was not reviewed by a certified public accountant)
Section 6 Other Important Matters
1.Arrangement of the Tripartite Supervision Agreement for the Storage of Raised Funds in a Special Account
(1) According to the Regulations on the Management of Raised Funds of Listed Companies in the Shanghai Stock Exchange, the Company has, on February 27, 2017, cooperated with the sponsor Dongxing Securities Co., Ltd. and the Agricultural Bank of China Wenzhou Dongtou Sub branch (special account number 1923510104888880), Shanghai Pudong Development Bank Wenzhou Longwan Sub branch (special account number 90080154710007162) Bank of China Limited Dongtou County Sub branch (special account No. 405245128588) signed the Tripartite Supervision Agreement on Raised Funds, which has been reported to Shanghai Stock Exchange for filing.
(2) Main contents of the tripartite regulatory agreement for the special account for raising funds
The company is referred to as "Party A", the deposit bank is referred to as "Party B", and Dongxing Securities Co., Ltd. is referred to as "Party C".
1. Party A and Party B shall jointly abide by the provisions of relevant laws, regulations, departmental rules and normative documents, such as the Bill Law of the China, the Payment and Settlement Measures, and the Management Measures for RMB Bank Settlement Accounts.
2. As the recommendation institution of Party A, Party C shall designate a recommendation representative or other staff to supervise the use of the raised funds by Party A in accordance with relevant regulations. Party C shall perform its supervision duties in accordance with the regulatory rules such as the Administrative Measures for Securities Issuance and Listing Recommendation Business, the Administrative Measures for Raised Funds of Listed Companies in Shanghai Stock Exchange (Revised in 2013), and the raised funds management system formulated by Party A, and has the right to exercise its supervision power by means of on-site investigation, written inquiry, etc. Party A and Party B shall cooperate with Party C's investigation and inquiry. During the on-site investigation of Party A, Party C shall also inspect the storage of the raised funds in the special account.
3. The first party authorizes the recommendation representatives designated by the third party, Duosha and Yang Zhi, to visit the second party at any time to inquire and copy the information of the first party's special account; The second party shall promptly, accurately, and completely provide it with the necessary special account information. When the recommendation representative inquires about the relevant information of Party A's special account from Party B, they shall provide their own legal identity certificate; Other staff designated by Party C shall provide their own legal identity certificate and Letter of introduction when inquiring about Party A's special account with Party B.
4. The second party shall issue a statement of account to the first party on a monthly basis (before the 10th of each month) and copy the statement to the third party. The second party shall ensure that the content of the statement is true, accurate, and complete.
5. If Party A withdraws more than 10 million yuan (determined based on the lower principle between 10 million yuan or 5% of the net amount of raised funds) from the special account in one go or within a month, Party B shall promptly notify Party C by fax and provide a list of expenses from the special account.
6. Party C has the right to replace the designated recommendation representative in accordance with relevant regulations. If Party C replaces the recommendation representative, it shall notify Party B in writing of the relevant supporting documents, and at the same time notify Party B in writing of the contact information of the recommendation representative after the replacement in accordance with the requirements of Article 11 of this agreement. The replacement of the recommendation representative shall not affect the validity of this agreement.
7. If either party to the agreement fails to fulfill or fails to fully fulfill their respective responsibilities and obligations under this agreement, it shall constitute a breach of contract and shall be liable for breach of contract compensation to the other party. If Party B fails to issue a statement of account to Party C in a timely manner for three consecutive times or notifies Party C of the situation of large withdrawals from the special account, as well as fails to cooperate with Party C in investigating the special account, Party A has the right or Party C has the right to request Party A to unilaterally terminate this agreement and cancel the special account for raised funds.
8. This agreement shall come into effect from the date when the legal representatives, responsible persons, or authorized representatives of Party A, Party B, and Party C sign or stamp and affix their respective unit seals or contract special seals. It shall become invalid from the date when all funds in the special account have been fully disbursed and the account is lawfully closed or the supervision period of Party C ends (December 31, 2019).
2.Other matters
There were no significant events that may have a significant impact on our company from the date of publication of the prospectus to the date of publication of the listing announcement, as follows:
1. The progress of our company's main business development goals is normal;
2. The industry and market in which our company operates have not undergone significant changes;
3. Except for procurement, sales, borrowing and other business contracts related to normal business operations, the company has not entered into any other important contracts that have a significant impact on the company's assets, liabilities, equity, and operating results;
4. The Company has no major Related party transaction with related parties;
5. The company has not made significant investments;
6. The company has not made any significant asset (or equity) purchases, sales, or replacements;
7. The domicile of our company has not changed;
8. There have been no changes in the directors, supervisors, senior management, and core technical personnel of the company;
9. Our company has not engaged in any major litigation or arbitration matters;
10. The Company has no major external guarantee and other Cost contingency other than normal business;
11. The financial condition and operating results of the company have not undergone significant changes;
12. The company has not held any other shareholders' meetings, board of directors or supervisory board meetings;
13. The company has not incurred any other significant events that should be disclosed.
Section 7 Listing Sponsors and Their Opinions
1.Basic Information of Listing Sponsors
Name of sponsor: Dongxing Securities Co., Ltd
Legal representative: Wei Qinghua
Domicile: Floor 12 and 15, Xinsheng Building, No. 5, Financial Street, Xicheng District, Beijing
Address: 12/F, Block B, Xinsheng Building, No. 5, Financial Street, Xicheng District, Beijing
Tel: 010-66555367
Fax: 010-66554097
Recommended representatives: Duosha, Yang Zhi
Project Co organizer: Jiang Wen
2.Recommendation opinions from listing recommendation institutions
The listing sponsor Dongxing Securities Co., Ltd. believes that the issuer's application for listing of its shares complies with the relevant provisions of the Company Law of the Company Law of the People's Republic of China, the Securities Law of the China, the Shanghai Stock Exchange Stock Listing Rules and other laws and regulations. The issuer's shares meet the conditions for listing on the Shanghai Stock Exchange. The listing sponsor agrees to recommend Zhejiang Chengyi Pharmaceutical Co., Ltd. to be listed on the Shanghai Stock Exchange. (This page has no text and is the stamped page of the "Announcement of Zhejiang Chengyi Pharmaceutical Co., Ltd.'s IPO of A-shares".)
Issuer: Zhejiang Chengyi Pharmaceutical Co., Ltd
Date: (This page has no text and is the stamped page of the "Announcement of Zhejiang Chengyi Pharmaceutical Co., Ltd.'s IPO of A-shares")
Sponsor (lead underwriter): Dongxing Securities Co., Ltd
Date: