- 2024,04,27
Zhejiang Chengyi Pharmaceutical Co., Ltd
Initial Public Offering of A-share Issuance Arrangements and Preliminary Inquiry Announcement
Sponsor (lead underwriter): Dongxing Securities Co., Ltd
Special reminder
Zhejiang Chengyi Pharmaceutical Co., Ltd. (hereinafter referred to as "Chengyi Pharmaceutical", "issuer" or "company"), in accordance with the "Measures for the Administration of Securities Issuance and Underwriting" (Order No. 121 of the China Securities Regulatory Commission) (hereinafter referred to as "the Management Measures"), "Business Standards for Initial Public Offering and Underwriting of Stocks" (Zhongzheng Xie Fa [2016] No. 7, hereinafter referred to as "the Business Standards") The Detailed Rules for the Placement of Initial Public Offerings of Stocks (Zhongzheng Xie Fa [2016] No. 7, hereinafter referred to as the "Placement Rules") and the Detailed Rules for the Management of Offline Investors in Initial Public Offerings of Stocks (Zhongzheng Xie Fa [2016] No. 7, hereinafter referred to as the "Investor Management Rules") The "Implementation Rules for Online Issuance of Initial Public Offerings in the Shanghai Market" (hereinafter referred to as the "Implementation Rules for Online Issuance") and the "Implementation Rules for Offline Issuance of Initial Public Offerings in the Shanghai Market" (hereinafter referred to as the "Implementation Rules for Offline Issuance") and other relevant regulations for initial public offerings of stocks.
This preliminary inquiry and offline issuance are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as "SSE") (hereinafter referred to as "subscription platform"). Please read this announcement carefully by offline investors.
For detailed information on the digitization of offline issuance, please refer to the relevant provisions of the "Implementation Rules for Offline Issuance" published on the Shanghai Stock Exchange website (www.sse. com. cn).
There have been significant changes in the issuance process, subscription, payment, and other aspects of this issuance. Investors are kindly requested to pay close attention. The main changes are as follows:
1. Investors are not required to pay subscription funds when making online and offline subscriptions on March 3, 2017 (T day). The subscription date for this offline issuance and online subscription is the same as March 3, 2017 (T day). The offline subscription time is from 9:30 to 15:00, and the online subscription time is from 9:30 to 11:30, and from 13:00 to 15:00.
2. The main underwriter shall rank the quotations of all allocation objects participating in the preliminary inquiry in descending order of purchase price, from small to large based on the purchase quantity of allocation objects at the same purchase price, and from last to first based on the purchase time at the same purchase price. The highest part of the quotation shall be excluded, and the excluded purchase quantity shall not be less than 10% of the total purchase quantity. When the highest declared price is the same as the determined issuance price, the declaration on that price will no longer be excluded, and the exclusion ratio will be less than 10%.
3. Online investors should independently express their intention to purchase new shares and may not fully entrust securities companies to purchase new shares.
4. Offline investors should pay the new share subscription funds in full and on time based on the final determined issuance price and allocation quantity before 16:00 on March 7, 2017 (T+2), in accordance with the "Announcement of Preliminary Placement Results and Online Winning Results of Offline Issuance". If offline investors receive multiple new shares per day, please make sure to pay separately for each new share. In the case of multiple new shares being issued on the same day, if only one total amount is remitted, the combined payment will result in failed entry, and the consequences arising from this will be borne by the investors themselves. After winning the lottery for online investors to subscribe to new shares, they should fulfill their capital settlement obligations in accordance with the "Announcement of Preliminary Placement Results of Offline Issuance and Online Winning Results", ensuring that their capital account has sufficient new share subscription funds on March 7, 2017 (T+2). The transfer of investor funds must comply with the relevant regulations of the securities company where the investor is located. The shares that offline and online investors have waived their subscription will be underwritten by the lead underwriter.
5. When the total number of shares subscribed by offline and online investors is less than 70% of the total amount of this public offering, the lead underwriter will suspend this new share issuance and disclose information on the reasons for the suspension and subsequent arrangements. Please refer to "X. Suspension of Issuance" for specific suspension clauses.
6. If an offline investor who has not participated in the subscription or obtained the initial allocation fails to pay the subscription amount in full and on time, it will be considered a breach of contract and shall be liable for breach of contract. The lead underwriter shall report the breach of contract to the China Securities Association for record. When online investors fail to pay in full after winning lottery three times within 12 consecutive months, they are not allowed to participate in new stock subscription within 6 months.
Investors need to fully understand the relevant laws and regulations related to the issuance of new shares, carefully read the various contents of this announcement, be aware of the pricing and allocation principles of this issuance, and ensure that it does not fall under the prohibition of participating in offline inquiries before submitting a quotation. They should also ensure that their subscription quantity and future shareholding situation comply with relevant laws and regulations and the regulations of the competent authorities. Once an investor submits a quotation, the lead underwriter shall be deemed to have committed that the investor's participation in this quotation complies with laws and regulations and the provisions of this announcement. Any illegal or irregular behavior and corresponding consequences arising from this shall be borne by the investor.
Important reminder
1. The application for the initial public offering of no more than 21.3 million RMB ordinary shares (A-shares) by Zhejiang Chengyi Pharmaceutical Co., Ltd. (hereinafter referred to as "this issuance") has been approved by the China Securities Regulatory Commission in the document [2017] No. 157. The sponsor (lead underwriter) of this offering is Dongxing Securities Co., Ltd. (hereinafter referred to as "Dongxing Securities" and "lead underwriter"). The issuer's stock is abbreviated as "Chengyi Pharmaceutical" with stock code 603811, which is also used for preliminary inquiry and offline subscription of this issuance. The online subscription code for this issuance is 732811.
According to the Industry Classification Guidelines for Listed Companies issued by the China Securities Regulatory Commission (revised in 2012), the issuer belongs to the "C27 Pharmaceutical Manufacturing Industry". China Securities Index Company has released the industry average P/E ratio, please refer to it when making decisions.
2. This issuance is conducted through a combination of offline inquiry and placement with eligible investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding the market value of non restricted A-shares in the Shanghai market (hereinafter referred to as "online issuance"). The issuer and lead underwriter will directly determine the issuance price through preliminary offline inquiries, without conducting cumulative bidding inquiries. The preliminary inquiry and offline issuance are organized by the lead underwriter Dongxing Securities Co., Ltd. and implemented through the offline subscription platform of Shanghai Stock Exchange; Online issuance is implemented through the Shanghai Stock Exchange trading system.
The website of the Shanghai Stock Exchange offline subscription platform is: https://120.204.69.22/ipo . The quotation and inquiry time through the subscription platform is from 9:30 to 15:00 on each trading day during the initial inquiry and offline subscription period. For the relevant operating methods of offline subscription platforms, please refer to the "Implementation Rules for Offline Issuance of Initial Public Offerings of Stocks in the Shanghai Market" and "User Manual for Offline IPO System (Subscription Trader Volume)" in the "Services IPO Business Column" section of the Shanghai Stock Exchange website (www.sse. com. cn).
4. No offline live roadshow promotion will be arranged for this release. The issuer and sponsor (lead underwriter) will organize and arrange an online roadshow for this issuance on March 2, 2017 (T-1). For specific information about online roadshows, please refer to the "Zhejiang Chengyi Pharmaceutical Co., Ltd. IPO A-share Online Roadshow Announcement" published on March 1, 2017 (T-2).
5. Dongxing Securities Co., Ltd. has formulated the qualification conditions for offline investors in accordance with the relevant requirements of the Administrative Measures and the Business Specifications.
For specific arrangements, please refer to "2. Qualification Conditions and Verification Procedures for Offline Investors" in this announcement. Only investors who meet the qualification requirements for offline investors determined by Dongxing Securities Co., Ltd. and the issuer can participate in the preliminary inquiry of this offering. Those who do not meet the relevant standards and participate in this preliminary inquiry must bear all the consequences caused by this behavior on their own. The lead underwriter will set it as invalid on the offline subscription electronic platform of the Shanghai Stock Exchange and disclose the relevant information in the "Announcement of Zhejiang Chengyi Pharmaceutical Co., Ltd.'s Initial Public Offering of A-shares" (hereinafter referred to as the "Issuance Announcement").
Investors are reminded that the lead underwriter will verify whether there are prohibited situations for offline investors before the initial inquiry and placement, and require offline investors to provide commitment letters and supporting materials that meet the requirements. If offline investors refuse to cooperate with the verification or the materials provided by them are insufficient to rule out the existence of prohibited situations, or if they do not meet the qualification for placement after verification, the lead underwriter will refuse their participation in the preliminary inquiry and placement.
6. The initial inquiry time for this issuance is from 9:30 to 15:00 on February 27, 2017 (T-4) and February 28, 2017 (T-3). During the aforementioned period, eligible offline investors can independently decide whether to participate in the preliminary inquiry, determine the subscription price and proposed quantity. Offline investors participating in the preliminary inquiry should fill in and submit the declared price and quantity through the subscription platform within the aforementioned time frame.
7. Investors or their managed placements can only choose one of the methods of offline or online issuance for subscription. Investors who participate in offline inquiries or their managed placements, regardless of whether they are valid quotes or not, are no longer eligible to participate in online subscriptions.
8. After the preliminary inquiry is completed, the issuer and lead underwriter shall determine the issuance price and the list of investors who can participate in offline subscription in accordance with the relevant arrangements of "IV. Pricing and Determination of Effective Quotation Investors" in this announcement. The issuer and lead underwriter will disclose in detail the quotation status of offline investors, the verification status of related parties, as well as the issuance price, issuance quantity, and the list of effective quotation investors in the "Issuance Announcement".
9. The offline subscription time is from 9:30 to 15:00 on March 3, 2017 (T day). All valid quotation allocation targets announced in the "Issuance Announcement" must participate in offline subscription. When participating in offline subscription, investors do not need to pay subscription funds. The subscription price is the determined issuance price, and the subscription quantity must be the effective proposed subscription quantity in the preliminary inquiry. The online subscription time is 9:30-11:30 and 13:00-15:00 on March 3, 2017 (T day). Investors are not required to pay subscription funds when making online and offline subscriptions on March 3, 2017 (T day).
10. After the completion of offline and online subscriptions for this issuance, the issuer and lead underwriter will determine whether to initiate a call back mechanism based on the subscription situation, and adjust the number of offline and online issuances. For specific arrangements regarding the callback mechanism, please refer to "VI. Callback Mechanism" in this announcement.
11. Please refer to "VII. Principles and Methods of Offline Placement" in this announcement for the allocation principles of this issuance.
12. Before 16:00 on March 7, 2017 (T+2), offline investors should pay the new share subscription funds in full for their allocated allocation targets based on the "Announcement of Preliminary Placement Results and Online Lottery Results of Zhejiang Chengyi Pharmaceutical Co., Ltd.'s Initial Public Offering of A-shares" (hereinafter referred to as "Announcement of Preliminary Placement Results and Online Lottery Results of Offline Issuance") multiplied by the determined issuance price.
13. Investors need to fully understand the relevant laws and regulations related to the reform of the new stock issuance system. Please carefully read the various contents of this inquiry announcement, be aware of the pricing and allocation principles of this issuance, and ensure that it does not fall under the prohibition of participating in offline inquiries before submitting a quotation. They should also ensure that their subscription quantity and future shareholding situation comply with relevant laws and regulations and the regulations of the competent department. Once an investor submits a quotation, the lead underwriter shall be deemed to have committed that the investor's participation in this quotation complies with laws and regulations and the provisions of the inquiry announcement. Any illegal or irregular behavior and corresponding consequences arising from this shall be borne by the investor.
14. This announcement only explains the matters related to preliminary inquiry in this offering. If investors want to know the details of this offering, please carefully read the full text of the Prospectus published on the website of the Shanghai Stock Exchange (www.sse. com. cn) on February 23, 2017 (T-6), and the summary of the Prospectus was published on China Securities Journal, Shanghai Securities Journal, Securities Times and Securities Daily on the same day.
1、 Important timing for this issuance
Transaction Date Issuance Arrangement
T-6 day
February 23, 2017
Thursday
Publish "Summary of Prospectus Intention Letter", "Issuance Arrangement and Preliminary Inquiry Announcement", etc
Offline investors submit verification materials to the sponsor (lead underwriter)
T-5 day
February 24, 2017
Friday
Offline investors submit verification materials to the sponsor (lead underwriter) (as of 12:00 noon)
T-4 day
February 27, 2017
Monday
Preliminary inquiry (through the online subscription electronic platform of the Shanghai Stock Exchange, the initial inquiry time is 9:30-15:00)
T-3 day
February 28, 2017
Tuesday
Preliminary inquiry (through the online subscription electronic platform of the Shanghai Stock Exchange, the initial inquiry time is 9:30-15:00) Preliminary inquiry deadline (deadline is 15:00)
T-2 day
March 1, 2017
Wednesday
Publish the 'Online Roadshow Announcement'
Determine the issuance price, determine the effective quotation investors and their effective subscription quantity
T-1 day
March 2, 2017
Thursday
Publish the "Issuance Announcement" and "Special Investment Risk Announcement"
Online roadshow
T day
March 3, 2017
Friday
Offline issuance and subscription day (9:30-15:00)
Online issuance and subscription day (9:30-11:30, 13:00-15:00)
Online subscription allocation number
Determine whether to activate the callback mechanism and the final online and offline circulation
T+1 day
March 6, 2017
Monday
Publish the "Announcement on Online Subscription Status and Winning Lottery Rate"
Online issuance lottery
Determine the preliminary offline placement results
T+2 days
March 7, 2017
Tuesday
Publish the Announcement of Preliminary Placement Results and Online Winning Results for Offline Issuance
Payment of offline subscription funds (the deadline for the receipt of subscription funds is 16:00)
Online winning investors pay subscription funds
T+3 days
March 8th, 2017
Wednesday
The sponsor (lead underwriter) determines the final allocation result and underwriting amount based on the receipt of funds online and offline
T+4 days
March 9th, 2017
Thursday
Publish the 'Announcement of Issuance Results'
Note: (1) T day is the subscription date for this issuance;
(2) If investors are unable to use their subscription platform for preliminary inquiries or offline subscription work due to system failures or uncontrollable factors on the Shanghai Stock Exchange subscription platform, please contact the lead underwriter in a timely manner;
(3) If the P/E ratio corresponding to the offering price is higher than the average P/E ratio of the Secondary market of listed companies in the same industry, the issuer and the lead underwriter will issue the Special Announcement on Investment Risk within three weeks before online subscription, at least once a week, and the subscription date of this offering will be postponed for three weeks;
(4) The above dates are trading days. In case of major emergencies affecting the issuance, the lead underwriter and issuer will promptly announce and modify the issuance schedule.
2、 Qualifications and verification procedures for offline investors
(1) Qualifications for investors participating in offline inquiries:
1. Possess certain experience in securities investment. An institutional investor shall be established in accordance with the law and have been in Going concern for at least two years, and have been engaged in securities trading for at least two years; Individual investors should have been engaged in securities trading for at least five years (inclusive). Institutional investors engaged in financial businesses such as securities, funds, futures, insurance, trust, etc. with administrative permission may not be subject to the above restrictions.
2. Having a good credit record. In the past 12 months, no criminal penalties have been imposed, no administrative penalties have been imposed or regulatory measures have been taken by relevant regulatory authorities for major violations of laws and regulations, except for investors who can prove that the punished business is isolated from securities investment business and entrusted investment management business.
3. Possess necessary pricing capabilities. Institutional investors should have corresponding research capabilities, effective valuation and pricing models, scientific pricing decision-making systems, and sound compliance risk control systems.
4. Before 12:00 noon on February 24 (T-5), 2017, the registration of China Securities Association was completed and the CA certificate of the offline subscription electronic platform of Shanghai Stock Exchange was opened, and the capital allocation of the placement object was completed through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited.
5. If the placement object is a private investment fund specified in the Law of the China on Investment fund, the Interim Measures for the Supervision and Administration of Private Investment Funds, and the Measures for the Registration of Private Investment Fund Managers and Fund Filing (for Trial Implementation), the registration of private fund managers and the filing of private funds must be completed before 12:00 p.m. on February 24 (T-5), 2017 according to the above regulations, And relevant documents that can provide proof of filing (including but not limited to filing letters, screenshots of filing systems, etc.).
6. On the first 20 trading days of February 23, 2017 (T-6, inclusive), the daily average market value of non restricted A-shares held in the Shanghai market was over 50 million yuan (inclusive).
7. Complete the submission of offline investor qualification verification materials to the sponsor (lead underwriter) before 12:00 noon on February 24, 2017 (T-5).
(8) Bond type Investment fund or trust plans shall not be financial products or other securities investment products that are directly or indirectly stated in the prospectus, investment agreement and other documents to acquire the price difference between the primary market and the Secondary market for the purpose of purchasing the initial shares;
Except for the Investment fund established through public offering that are prohibited from being managed by placement objects as prescribed in Items (2) and (3) of this Article, they shall comply with the relevant provisions of the CSRC.
(2) Materials required for offline investors:
All offline investors who plan to participate in this preliminary inquiry must meet the above qualifications and submit a commitment letter and information form to the lead underwriter.
1. Submission materials: Institutional investors must submit Annex 1 Commitment Letter and Annex 2 of this announcement. Institutional investors
Individual investors are required to submit the commitment letter in Annex 3 and the basic information table in Annex 4 of this announcement. If an offline investor belongs to a private investment fund regulated by the Investment fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds, and the Measures for the Registration of Private Investment Fund Managers and Fund Filing (for trial implementation), he/she must also provide the explanatory documents for completing the registration and filing of the Asset Management Association of China. The relevant information template is attached to this announcement. Attachments can be found on the website of Dongxing Securities（ http://www.dxzq.net ）Download (download path: homepage - investment banking - business announcement).
2. Time of submission: The investors must send the scanned and stamped version and electronic version of Annex 1, Annex 2, or Annex 3 and Annex 4 to this announcement to the designated email address of Dongxing Securities before 12:00 on February 24, 2017 (T-5)（ dxzqsf@dxzq.net.cn ）. The subject format of the e-mail is "Chengyi Pharmaceutical - IPO - type of investor - full name of investor (registration number of investor's business license/ID card number)". After sending the email, please confirm by phone. Confirm phone numbers: 010-66551360, 010-66551370. The original paper version does not need to be mailed.
(3) Verification of offline investor qualifications
Offline investors shall submit the related party information mentioned in Article 16 of the Management Measures to the lead underwriter when participating in the preliminary inquiry and offline subscription. Offline investors are responsible for the authenticity, accuracy, and completeness of the information they submit to related parties. Offline investors should consciously avoid participating in offline inquiries for new shares that have a relationship with the issuer or lead underwriter as described in Article 16 of the Management Measures.
Offline investors need to conduct their own review and comparison of related parties to ensure that they do not participate in offline inquiries for new shares that have any direct or indirect relationship with the lead underwriter and issuer. Investors participating in the inquiry are deemed to have no direct or indirect relationship with the lead underwriter and issuer. If, due to reasons attributable to investors, participation in inquiries or related party placements occurs, investors shall bear all responsibilities arising from this.
The sponsor (lead underwriter) will work with the witness lawyer to verify whether the offline investors meet the above requirements
Verify the qualification requirements for investors participating in offline inquiries. Offline investors should ensure that all materials provided are true, accurate, and complete. The lead underwriter will check whether the above prohibitive circumstances exist for investors before the preliminary inquiry and placement, and investors should cooperate accordingly according to the requirements of the lead underwriter (including but not limited to providing industrial and commercial registration materials such as the articles of association, arranging interviews with actual controllers, providing the list of major social relationships of relevant natural persons, cooperating with other related relationship investigations, etc.), If they refuse to cooperate or the materials provided by them are insufficient to exclude the existence of the above prohibited situation, the lead underwriter will refuse their participation in the preliminary inquiry and placement, and treat their quotation as invalid. The consequences caused by the inconsistency between the information provided by investors and the actual situation shall be borne by the investors themselves.
3.Preliminary inquiry
1. The preliminary inquiry for this issuance will be conducted through the online subscription electronic platform of the Shanghai Stock Exchange. Offline investors who meet the requirements of the "Management Measures" and the "Investor Management Rules" should complete the registration of offline investors with the China Securities Association before 12:00 noon on February 24, 2017 (T-5), and have opened the digital certificate of the Shanghai Stock Exchange's offline subscription electronic platform. They must sign an agreement with the Shanghai Stock Exchange to use the offline subscription electronic platform and become users of the offline subscription electronic platform before participating in the preliminary inquiry.
2. The initial inquiry time for this issuance is from 9:30 to 15:00 on February 27, 2017 (T-4) and February 28, 2017 (T-3). During the aforementioned period, eligible offline investors can independently decide whether to participate in the preliminary inquiry, determine the subscription price and proposed quantity. Offline investors participating in the preliminary inquiry should fill in and submit the declared price and quantity through the subscription platform within the aforementioned time frame.
3. Only investors who meet the conditions determined by the sponsor (lead underwriter) and their managed placements can participate in the preliminary inquiry. The sponsor (lead underwriter) reminds investors to independently verify whether they meet the relevant requirements of "II. (1) Investor Qualification Conditions for Participating in Offline Inquiry" in this announcement before participating in the inquiry. At the same time, investors should submit offline investor qualification verification materials in a timely manner before 12:00 noon on February 24, 2017 (T-5) in accordance with the relevant requirements of "II. (II) Materials to be Provided by Offline Investors" in this announcement.
4. The quotes for offline investors and their managed placements should include the price per share and the corresponding number of shares to be subscribed for, and there can only be one quote. Non individual investors should quote on an institutional basis, and the quotes for different placements managed by the same institution should be the same. Offline investors can fill in the same proposed subscription price for each allocation object they manage, which corresponds to a proposed subscription quantity. After offline investors enter quotation records for all the distribution objects they plan to participate in, they should submit them in one go. Offline investors can submit quotation records multiple times, but the last submission of all quotation records shall prevail.
The minimum planned subscription quantity for each offline investor managed placement object participating in this offline issuance is 1.5 million shares, and the minimum change unit for the planned subscription quantity is set to 100000 shares. That is, the portion of each offline investor managed placement object with a planned subscription quantity exceeding 1.5 million shares must be an integer multiple of 100000 shares and not exceed 6 million shares.
5. If the offline investor's subscription quotation falls under the following circumstances, it will be deemed invalid: if the investor fails to complete the offline investor registration with the China Securities Association before 12:00 noon on February 24, 2017 (T-5); The name of the placing object, securities account, bank payment account/account number, and other declaration information are inconsistent with the filing information; Private investment funds fail to complete the registration of managers and fund registration; The portion of the intended subscription quantity of the allotment object exceeding 6 million shares shall be deemed invalid; The subscription quotation for a single placement object with a planned subscription quantity of less than 1.5 million shares or a planned subscription quantity that does not meet the requirement of an integer multiple of 100000 shares; Failure to submit investor qualification verification documents as required by this announcement, or failure to meet the offline investor qualification requirements after verification; Offline investors blacklisted by the China Securities Association; Other situations recognized by the issuer and the sponsor (lead underwriter).
6. Beijing Huahai Law Firm will witness the preliminary inquiry process of this issue and issue a special Legal opinion.
4、 Determination of pricing and effective quotation investors
(1) Before pricing, the lead underwriter must first review the qualifications of investors participating in offline quotes and exclude quotes submitted by investors who do not meet the conditions. Including:
1. Investors do not meet the qualification requirements for participating in offline inquiries as stated in this announcement;
2. If the investor fails to provide the commitment letter and verification materials within the specified time as required, the quotation submitted by the investor will be determined as invalid and removed;
3. After verification by the lead underwriter, it is confirmed that the investor is an affiliated party of the issuer, lead underwriter, and other members of the underwriting group. The quotes submitted by the relevant investors will be determined as invalid quotes and removed;
4. If private equity funds fail to provide the basic information table and relevant documents of the investor's registration certificate within the specified time, the quotation submitted by the relevant investors will be determined as invalid and removed.
(2) Pricing principles
1. The main underwriter shall rank the quotations of all the allocation objects participating in the preliminary inquiry in descending order of the declared price, from small to large according to the planned subscription quantity of the allocation objects at the same declared price, and from last to first according to the subscription time at the same declared price. The quantity with the highest quotation in the total planned subscription quantity shall be excluded, and the total planned subscription quantity shall not be less than 10% of the total planned subscription quantity of offline investors. When the highest declared price is the same as the determined issuance price, the declaration on that price will no longer be excluded, and the exclusion ratio will be less than 10%.
2. After excluding the highest part of the quotation, the issuer and the lead underwriter consider factors such as the remaining quotation and proposed subscription quantity, industry, market situation, valuation level of listed companies in the same industry, demand for raised funds, and underwriting risk, and negotiate to determine the issuance price, final issuance quantity, effective quotation investors, and effective proposed subscription quantity. The number of effective quoted investors shall not be less than 10.
3. Only offline investors who submit valid quotations during the initial inquiry period can and must participate in offline subscription. The issuance price and its determination process, as well as the distribution objects that can participate in offline subscription and their effective subscription quantity information, will be disclosed in the "Issuance Announcement".
(3) Other matters related to pricing
1. Investors who provide valid quotes should participate in this offline subscription at the determined issuance price. Investors should subscribe according to the issuance price and effective subscription quantity determined in the "Issuance Announcement". The offline subscription time is from 9:30 to 15:00 on March 3, 2017 (T day).
2. According to Articles 45 and 46 of the Business Standards, if investors encounter the following quotation situations, the lead underwriter will promptly report and announce to the association:
(1) Using someone else's account for quotation;
(2) Negotiate quotes between investors;
(3) The same investor quotes using multiple accounts;
(4) Simultaneous online and offline subscription;
(5) Colluding with the issuer or underwriter to quote;
(6) Entrusting others to quote;
(7) Provide a quote without genuine intention to apply for a purchase;
(8) Intentionally lowering or raising prices;
(9) Providing a valid quotation but not participating in the subscription;
(10) Lack of pricing ability, or failure to strictly follow quotation evaluation and decision-making procedures, and failure to quote prudently;
(11) Institutional investors have not established a valuation model;
(12) Other situations that are not independent, objective, or honest.
(13) Not eligible for placement;
(14) Failure to pay the subscription funds in full and on time;
(15) Failure to abide by relevant commitments such as holding period after being allocated;
(16) Other situations stipulated by the association.
5、 Offline online subscription
(1) Offline subscription
The offline subscription time for this issuance is from 9:30 to 15:00 on March 3, 2017 (T day). All valid quotation allocation targets announced in the "Issuance Announcement" must participate in offline subscription. When participating in offline subscription, their subscription price is the determined issuance price, and the subscription quantity must be the effective proposed subscription quantity in their preliminary inquiry.
After offline investors enter their subscription records on the online subscription electronic platform of the Shanghai Stock Exchange for all valid quotation allocation objects managed by them, they should submit them in one go. During the offline subscription period, offline investors may submit subscription records multiple times, but the final submission of all subscription records shall prevail.
When offline investors participated in offline subscription on March 3, 2017 (T day), they did not need to pay subscription funds for their managed placement objects, and received initial subscription payments on T+2 day after the placement.
(2) Online subscription
The online subscription time for this issuance is from 9:30 to 11:30 on March 3, 2017 (T day)
13: From 00:00 to 15:00, online issuance will be conducted through the Shanghai Stock Exchange trading system. According to the market value of non restricted A-shares held by investors in the Shanghai market for the first 20 trading days (including T-2 days) before March 1, 2017, the online subscription limit is determined. For every 10000 yuan of market value, one subscription unit can be subscribed, and the portion less than 10000 yuan is not included in the subscription limit. Each subscription unit is 1000 shares, and the subscription quantity should be 1000 shares or an integer multiple of them. However, the subscription limit must not exceed the upper limit of the subscription limit calculated based on the market value of its non restricted A-shares held in the Shanghai market, and must not exceed one thousandth of the initial online issuance quantity. The calculation standards for the market value held by investors can be found in the relevant provisions of the "Implementation Rules for Online Issuance". Investors can check their market value or available subscription limit through their designated trading securities companies.
Online investors shall independently express their intention to subscribe and shall not fully entrust securities companies to subscribe for new shares on their behalf. When online investors participated in online subscription on March 3, 2017 (T day), they did not need to pay the subscription funds. On T+2 day, they paid the subscription funds based on the winning lottery results. Any distribution object participating in the preliminary inquiry and quotation of this issuance, regardless of whether it is a valid quotation or not, shall not participate in the subscription of online issuance.
6.Callback mechanism
After the completion of online and offline subscriptions, the issuer and sponsor (lead underwriter) will decide whether to activate the call back mechanism based on the overall subscription situation, and adjust the number of offline and online issuances. The initiation of the call back mechanism will be determined based on the initial subscription multiples of online investors:
Initial subscription multiple of online investors=number of effective online subscriptions/number of online issuances before call back.
The specific arrangements for the callback mechanism are as follows:
1. If the initial subscription multiple of online investors exceeds 50 times and is less than 100 times (inclusive), 20% of the total number of shares in this public offering will be refunded from offline to online, provided that both online and offline offerings have received full subscription; If the initial subscription multiple of online investors exceeds 100 times and is less than 150 times (inclusive), 40% of the number of shares issued in this public offering will be refunded from offline to online; If the initial subscription multiple of online investors exceeds 150 times, the offline issuance ratio shall not exceed 10% of the total number of shares issued in this public offering; If the initial subscription multiple of online investors is less than 50 times (inclusive), no call back will be made.
2. In the event that the online issuance has not been fully subscribed, the insufficient portion of the online subscription shall be refunded offline, and subscribed by investors participating in the offline subscription. The sponsor (lead underwriter) shall place the subscription in accordance with the announced offline allocation principles; In the event that the insufficient portion of online subscription is not fully subscribed after being transferred offline, the issuer and the sponsor (lead underwriter) will negotiate to take measures to suspend the issuance.
3. If the offline issuance has not been fully subscribed, the insufficient portion will not be refunded online and the issuance will be suspended.
In the event of a call back, the issuer and sponsor (lead underwriter) will promptly initiate the call back mechanism. The specific situation will be disclosed in the "Announcement on Online Subscription and Winning Lotting Rate of Zhejiang Chengyi Pharmaceutical Co., Ltd.'s Initial Public Offering of A-shares" published on March 6, 2017 (T+1).
7、 Principles and methods of offline distribution
The sponsor (lead underwriter) will classify the distribution objects participating in the subscription, and the same distribution objects will receive the same distribution proportion. The classification criteria for distribution objects are:
1) Class F investors (allocation ratio is Pf): Investment fund established through public offering and Pension fund managed by the social security fund investment manager are Class F investors.
2) Class I investors (with a placement ratio of Pi): enterprise annuity funds established in accordance with the "Management Measures for Enterprise Pension Funds" and insurance funds that comply with relevant regulations such as the "Interim Measures for the Administration of Insurance Fund Utilization".
3) Class A investors (with a placement ratio of Pa): Institutional investors who do not belong to Class F and Class I are Class A investors.
4) Class B investors (with a placement ratio of Pb): individual investors.
Allocation ratio of various investors: The sponsor (lead underwriter) will determine the allocation ratio of various investors based on the final offline subscription situation, among which:
1) The sponsor (lead underwriter) and issuer will first arrange for a priority allocation of no less than 50% of the offline issuance of stocks to Class F investors. If the effective subscription of such investors is less than 50%, the sponsor (lead underwriter) and issuer will fully allocate the shares to them;
2) After sales to Class F investors, the sponsor (lead underwriter) and issuer will preset a priority allocation of no less than 20% of the number of shares issued offline to Class I investors. On the premise of ensuring that the overall arrangement is no less than 70% of the number of shares issued offline to Class F and Class I investors for priority allocation, the sponsor (lead underwriter) has the right to allocate between Class F and Class I investors, Ensure that the placement ratio of Class F investors is not lower than that of Class I investors, i.e. Pf ≥ Pi;
3) If the overall effective subscription of Class F and Class I investors is less than 70%, the sponsor (lead underwriter) and issuer will fully allocate to Class F and Class I investors, and the remaining portion can be allocated to other eligible offline investors;
4) After placing and appropriately allocating funds to Class F and Class I investors, the sponsor (lead underwriter) will place funds with Class A and Class B investors, and ultimately ensure that the placement ratio of Class F investors is not lower than that of Class I investors. The placement ratio of Class I investors is not lower than that of Class A investors, and the placement ratio of Class A investors is not lower than that of Class B investors, that is, Pf ≥ Pi ≥ Pa ≥ Pb;
5) The sponsor (lead underwriter) will calculate the allocation ratios of various investors based on the above standards, and ultimately calculate the number of shares allocated to each investor. Investors of the same type will receive the same placement ratio. The number of shares allocated to all investors is accurate to one share;
6) The number of shares allocated to a certain placement object=the effective number of subscriptions for that placement object × The allocation ratio of such investors. The placement proportion shall be reserved to ten places after the Decimal separator, that is, the minimum placement proportion shall be 0.01 or 0.01%;
7) The number of allocated shares is only taken as the integer part of the calculation result, and after the accumulation of the remaining shares, priority will be given to the allocation target with the largest number of subscriptions among Class F investors; If there are no Class F investors among the allocation targets, the remaining shares generated will be uniformly distributed to the allocation target with the largest number of subscription among Class I investors; If there are no Class F and Class I investors in the allocation target, the remaining shares generated will be uniformly distributed to the allocation target with the largest number of subscription among Class A investors. When the number of shares subscribed is the same, the remaining shares will be allocated to the allocation objects with earlier subscription times (based on the ranking on the subscription platform).
The lead underwriter will proceed with the allocation based on the above allocation principles, determining the number of allocations and payable amounts for offline investors. For specific details, please refer to the "Announcement of Preliminary Allocation Results and Online Winning Results for Offline Issuance" published on March 7, 2017 (T+2).
8.Payment process for offline and online investors
Offline investors should pay the new share subscription funds in full and on time based on the final determined issuance price and allocation quantity before 16:00 on March 7, 2017 (T+2), in accordance with the "Announcement of Preliminary Placement Results and Online Winning Results of Offline Issuance".
After winning the lottery for online investors to subscribe to new shares, they should fulfill their capital delivery obligations in accordance with the "Announcement of Preliminary Placement Results of Offline Issuance and Online Winning Results" to ensure that their capital account has sufficient subscription funds for new shares on March 7, 2017 (T+2). Any shortfall will be considered as a waiver of subscription, and the consequences and related legal responsibilities arising from this will be borne by the investors themselves. The transfer of investor funds must comply with the relevant regulations of the securities company where the investor is located.
Offline and online investors who obtain distribution and after-sales service should pay the subscription funds in full and on time. If an investor fails to timely and fully pay the subscription fee for an offline valid quotation, it will be considered a breach of contract and shall be liable for breach of contract. The lead underwriter shall report the breach to the China Securities Association for record keeping. When online investors fail to pay in full after winning lottery three times within 12 consecutive months, they are not allowed to participate in new stock subscription within 6 months.
9.Disposal of investors abandoning their subscription for some shares
After the completion of offline and online investor subscription payments on March 7, 2017 (T+2), the lead underwriter will confirm the actual number of shares issued offline and online based on the actual payment situation. The shares that offline and online investors have waived their subscription will be underwritten by the lead underwriter.
Please refer to the "Announcement on the Results of Zhejiang Chengyi Pharmaceutical Co., Ltd.'s Initial Public Offering of A-shares" (hereinafter referred to as the "Issuance Results Announcement") published on March 9, 2017 (T+4) for specific information on the unpaid amount allocated to offline and online investors, as well as the underwriting ratio of the lead underwriter. The maximum underwriting ratio to be borne shall not exceed 30% of the total amount of this public offering.
10.Suspension of issuance
This issuance will be suspended when:
1. After the preliminary inquiry is completed, there are less than 10 offline investors providing quotations or after excluding the highest quotation part, there are less than 10 investors providing quotations;
2. After the initial inquiry is completed, the total amount of offline investors' planned subscriptions does not reach the initial offline issuance quantity or after excluding the highest quotation part, the remaining planned subscriptions do not reach the initial offline issuance quantity;
3. After the preliminary inquiry, the issuer and the lead underwriter failed to reach a consensus on the issuance price;
4. If the online subscription is insufficient, the insufficient portion of the subscription cannot be fully subscribed by offline investors after being transferred back to the offline market;
5. After offline subscription, the actual total offline subscription amount did not reach the initial offline issuance quantity;
6. The total number of shares subscribed for by offline and online investors is less than 70% of the total amount of this public offering;
7. In case of other special circumstances, the issuer and the lead underwriter may negotiate and decide to suspend the issuance;
8. The China Securities Regulatory Commission shall implement in-process and post supervision over the issuance and underwriting process, and shall order the issuer and lead underwriter to suspend or suspend the issuance if any illegal or abnormal circumstances are found.
When the above situation occurs, the issuer and lead underwriter will suspend the issuance and disclose information on the reasons for the suspension and subsequent arrangements. After the suspension of the issuance, within the validity period of the approval documents for this issuance, after filing with the China Securities Regulatory Commission, the issuer and the sponsor (lead underwriter) may choose the opportunity to restart the issuance.
11、 Issuers and Sponsors (Lead Underwriters)
(1) Issuer: Zhejiang Chengyi Pharmaceutical Co., Ltd
Legal representative: Yan Yiyi
Address: No.118, Huahua Road, Dongtou District, Wenzhou, Zhejiang
Tel: 0577-63484842
Contact person: Ke Zehui
(2) Sponsor (lead underwriter): Dongxing Securities Co., Ltd
Legal representative: Wei Qinghua
Domicile: Floor 12 and 15, Block B, Xinsheng Building, No. 5, Financial Street, Xicheng District, Beijing
Consultation hotline: 010-66551360, 010-66551370
Consultation email: dxzqsf@dxzq.net.cn Contact person: Capital Markets Department
Issuer: Zhejiang Chengyi Pharmaceutical Co., Ltd
Sponsor (lead underwriter): Dongxing Securities Co., Ltd
Date:
Attachment 1
Commitment Letter for Offline Subscription (Institutional Investors)
Dongxing Securities Co., Ltd.:
Our company [] (Business License No. []) intends to participate in the IPO quotation and allocation of Zhejiang Chengyi Pharmaceutical Co., Ltd., which is underwritten by your company. Our institution promises as follows:
1. This institution has truthfully provided all the documents required for this offline issuance, and guarantees to be responsible for the authenticity, accuracy, completeness, and timeliness of all the documents and materials provided by this institution. We confirm that there are no omissions or misleading information;
2. This institution can invest in stocks according to law, and the source of funds used for investment is legal. The duration of Going concern is more than two years (inclusive), and the duration of A-share investment business is more than two years (inclusive);
3. Our institution has a good credit record and has not been subjected to administrative penalties, regulatory measures, or criminal penalties by relevant regulatory authorities for major violations of laws and regulations in the past 12 months;
4. This institution has corresponding research capabilities, effective valuation and pricing models, a scientific pricing decision-making system, and a comprehensive compliance risk control system; This institution has been familiar with the risk of falling below the issue price after subscribing for new shares and listing, and promises to pay full attention to the risk factors contained in pricing marketization, practically improve risk awareness, strengthen the concept of Value investing, and avoid blind speculation;
5. The placement object managed by this institution to participate in this quotation does not belong to (1) bond Investment fund; (2) Trust plans; (3) In the prospectus, investment agreement and other documents, the financial products and other securities investment products for the purpose of obtaining the price difference between the primary market and the Secondary market are stated directly or indirectly.
6. This institution does not belong to the following prohibited placements as stipulated in Article 16 of the Measures for the Administration of Securities Issuance and Underwriting:
(1) The issuer, its shareholders, actual controllers, directors, supervisors, senior management personnel, and other employees; Companies that the issuer and its shareholders, actual controllers, directors, supervisors, and senior management can directly or indirectly exercise control, joint control, or significant influence, as well as other subsidiaries controlled by the controlling shareholders, controlling subsidiaries, and controlling shareholders of the company;
(2) The lead underwriter and its shareholders holding more than 5% of the shares, as well as the directors, supervisors, senior management personnel, and other employees of the lead underwriter; A company where the lead underwriter and its shareholders, directors, supervisors, and senior management with a shareholding ratio of more than 5% can directly or indirectly exercise control, joint control, or significant influence, as well as other subsidiaries controlled by the controlling shareholders, controlling subsidiaries, and controlling shareholders of the company;
(3) Underwriters and their controlling shareholders, directors, supervisors, senior management personnel, and other employees;
(4) The close family members of the persons mentioned in items (1), (2) and (3) of this article include the spouse, children and their spouses, parents and parents of the spouse, brothers and sisters and their spouses, brothers and sisters of the spouse, and parents of the children's spouses;
(5) Companies that have a recommendation or underwriting relationship with the lead underwriter within the past 6 months, as well as their shareholders, actual controllers, directors, supervisors, and senior management personnel holding more than 5% of the shares, or companies that have signed a recommendation or underwriting business contract or reached relevant intentions with the lead underwriter, and their shareholders, actual controllers, directors, supervisors, and senior management personnel holding more than 5% of the shares;
(6) Other natural persons, legal entities, and organizations that may result in improper behavior or improper interests through placement. The public funds that are prohibited from being managed by the objects of allocation as stipulated in items (2) and (3) of this article are not subject to the restrictions specified in the preceding paragraph, but shall comply with the relevant provisions of the China Securities Regulatory Commission.
Hereby promise
Institution name (stamped with official seal):
Date:
Attachment 2
Basic Information of Institutional Investors
(The following table cannot be left blank or deleted. If not applicable, fill in the blank with "none")
Institution Name
Business license number
Business Contact
Office Phone
Office address
Mobile phone
Information on shareholders and actual controllers holding more than 5% of the shares in this institution (if it is a partnership enterprise, please fill in GP and LP information)
Name
Business license number (institution) registration number (overseas institution) ID number (individual)
Passport number (foreign individual)
Information on directors, supervisors, and senior management personnel of this institution
Name
Business license number (institution) registration number (overseas institution) ID number (individual)
Passport number (foreign individual)
Other subsidiaries controlled by the controlling shareholders of this institution
Name Business License Number (Institution)/Registration Number (Overseas Institution)
Situation of companies with over 5% shares held by this institution
Name Business License Number (Institution)/Registration Number (Overseas Institution)
Information on products managed by this institution that are intended to participate in offline inquiries (including public offerings, social security, and annuity products)
Name and Type of Placing Object
Special Account and Asset Management Product Allocation Target Information Table
(Only fund companies and securities companies can fill in the one-to-one and one-to-many products they plan to participate in the subscription)
Name Type of Placing Object ≥ 10% Share Holder Name Holding Ratio (%)
Note: If this form is not sufficient to fill in the required information, additional rows can be added without deleting rows.
Please summarize the information in this form into a summary table, which does not require an official seal.
This institution promises to have carefully read the preliminary inquiry announcement, fill in the above information truthfully, and confirm that there is no situation where it is not allowed to participate in offline issuance inquiry, and bear all legal consequences.
Institution name (stamped with official seal):
Attachment 3
Commitment Letter for Offline Subscription (Individual Investor)
Dongxing Securities Co., Ltd.:
I [] (ID number number []) intend to participate in the IPO inquiry placement of Zhejiang Chengyi Pharmaceutical Co., Ltd., which is mainly underwritten by your company, with my own funds, and make the following commitments:
1. I have truthfully provided all the documents required for this offline issuance, and guarantee to be responsible for the authenticity, accuracy, completeness, and timeliness of all the documents and materials provided by me. I confirm that there are no omissions or misleading information;
2. I am legally eligible to invest in stocks, and the sources of funds used for investment are legal, with at least 5 years of investment experience;
3. I have a good credit record and have not been subjected to administrative penalties, regulatory measures, or criminal penalties by relevant regulatory authorities for major violations of laws and regulations in the past 12 months;
4. I possess basic knowledge of stock investment and have strong research, pricing, and risk tolerance abilities; I have been familiar with the risk of falling below the issue price after subscribing for new shares and listing, and I promise to pay full attention to the risk factors contained in pricing marketization, practically improve risk awareness, strengthen the concept of Value investing, and avoid blind speculation;
5. I do not belong to the following prohibited placements as stipulated in Article 16 of the Measures for the Administration of Securities Issuance and Underwriting:
(1) The issuer, its shareholders, actual controllers, directors, supervisors, senior management personnel, and other employees; Companies that the issuer and its shareholders, actual controllers, directors, supervisors, and senior management can directly or indirectly exercise control, joint control, or significant influence, as well as other subsidiaries controlled by the controlling shareholders, controlling subsidiaries, and controlling shareholders of the company;
(2) The lead underwriter and its shareholders holding more than 5% of the shares, as well as the directors, supervisors, senior management personnel, and other employees of the lead underwriter; A company where the lead underwriter and its shareholders, directors, supervisors, and senior management with a shareholding ratio of more than 5% can directly or indirectly exercise control, joint control, or significant influence, as well as other subsidiaries controlled by the controlling shareholders, controlling subsidiaries, and controlling shareholders of the company;
(3) Underwriters and their controlling shareholders, directors, supervisors, senior management personnel, and other employees;
(4) The close family members of the persons mentioned in items (1), (2) and (3) of this article include the spouse, children and their spouses, parents and parents of the spouse, brothers and sisters and their spouses, brothers and sisters of the spouse, and parents of the children's spouses;
(5) Companies that have a recommendation or underwriting relationship with the lead underwriter within the past 6 months, as well as their shareholders, actual controllers, directors, supervisors, and senior management personnel holding more than 5% of the shares, or companies that have signed a recommendation or underwriting business contract or reached relevant intentions with the lead underwriter, and their shareholders, actual controllers, directors, supervisors, and senior management personnel holding more than 5% of the shares;
(6) Other natural persons, legal entities, and organizations that may result in improper behavior or improper interests through placement. The public funds that are prohibited from being managed by the objects of allocation as stipulated in items (2) and (3) of this article are not subject to the restrictions specified in the preceding paragraph, but shall comply with the relevant provisions of the China Securities Regulatory Commission.
Hereby promise
Promisor (signature):
Year Month
Attachment 4
Basic Information of Individual Investors
(The following table cannot be left blank or deleted. If not applicable, fill in the blank with "none")
Basic information of individual investors
Name
Gender
Mailing Address
Mobile phone
Fax
ID number
Do you have more than 5 years of investment experience
Shareholder account name (Shanghai)
Shareholder account number (Shanghai)
Basic Information of Personal Investor Relatives
Name Relationship ID number Work Unit
Father
Mother
Children
Spouse of children
The father of the child's spouse
The mother of the child's spouse
Spouse
Spouse's father
Spouse's mother
Spouse's brother and sisters
Brother and sisters
Spouse of brother and sisters
Individual investors control or serve as directors, supervisors, senior management personnel
Partner's (ordinary) company, enterprise, institution (if any, please provide the company name, business license number, shareholding ratio/position)
Information on companies with individual investors holding more than 5% of the shares (please provide if any)
Company Name Business License Number/Registration Number (Overseas Institution) Shareholding Ratio
Note: Please fill in the above information completely.
If this form is not sufficient to fill in the relevant information, please add your own rows and do not delete them.
Please summarize the information in this table into a summary table.
I promise to have carefully read the issuance arrangement and preliminary inquiry announcement, and confirm that there is no situation where I cannot participate in offline issuance inquiries, and I will bear all legal consequences.
Signature
Attachment:
Zhejiang Chengyi Pharmaceutical Co., Ltd. Initial Public Offering
Basic Information Table of Offline Investors and Contributors
Institution Name:
Serial number
Product Name
Name of investor
Types of shares participating in this product (such as priority, intermediate, secondary, etc.)
Type of identification document
ID document number ID number
Contribution proportion of participating in this product (%)
Participate in this product
Amount of contribution (RMB) 246810
Note: 1. The above table 'Types of shares participating in this product' applies to the subscription of structured graded products. If not applicable, fill in
Not applicable;
2. If the investor in the above table is a product, it needs to be further clarified to the individual or company according to the format in the above table;
3. You can add or subtract rows as needed.
Company (official seal):
Signed by the legal representative or authorized representative, or in person:
Date: