Haitong Securities Company Limited(600837)
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Initial public offering and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
December, 2001
Statement
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange, Be honest and trustworthy, be diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation three
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties four
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section 2 commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 The decision-making procedures for the performance of this securities issuance nine
2、 Description of the issuer’s compliance with the positioning of the gem nine
3、 This securities issuance meets the issuance conditions stipulated in the securities law eleven
4、 This securities issuance meets the issuance conditions stipulated in the registration administration measures thirteen
5、 Verification of the issuer’s private investment fund filing twenty
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline twenty
7、 Main risks of the issuer twenty
8、 Market prospect analysis of the issuer thirty-four
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals thirty-six
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 37 Annex: 37 special power of attorney of sponsor representative for initial public offering and listing on GEM forty
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Zhao qionglin and Huang Lei as the sponsor representatives of Jilin West Point Pharmaceutical Technology Development Co., Ltd. for the initial public offering of shares and listing on the gem (hereinafter referred to as “the offering”). Zhao qionglin: the sponsor representative of the project, now the director of Haitong Securities Company Limited(600837) investment banking department. In 2007, he entered Haitong Securities Company Limited(600837) and engaged in the audit of investment banking business. Now he works in Haitong Securities Company Limited(600837) investment banking department, mainly engaged in domestic initial public offering and refinancing, M & A and reorganization of listed companies. He is mainly responsible for or participated in the non-public offering projects of Shanghai Communications Group, Wonders Information Co.Ltd(300168) , Tiza Information Industry Corporation Inc(300209) major asset restructuring projects, Xinjiang Kanas tourism Shanghai kuanchuang international IPO project, etc.
Huang Lei: the sponsor representative of the project, now the senior vice president of Haitong Securities Company Limited(600837) investment banking department, began to engage in investment banking business in 2011. The projects I have been responsible for or participated in mainly include: Shanghai Daimay Automotive Interior Co.Ltd(603730) IPO project, Client Service International Inc(300663) IPO project, National Silicon Industry Group Co.Ltd(688126) IPO project, Zhejiang mining heavy industry IPO project, as well as Fujian Sbs Zipper Scienceand Technology Co.Ltd(002098) non-public offering, Kunming Yunnei Power Co.Ltd(000903) non-public offering, Renhe Pharmacy Co.Ltd(000650) non-public offering, Shandong Lukang Pharmaceutical Co.Ltd(600789) non-public offering and other sponsorship and underwriting projects. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
The sponsor designated Han Jiegao as the Project Co sponsor of this offering.
Han Jiegao: the co sponsor of the project, a Chinese certified public accountant, has legal professional qualification and passed the qualification examination of sponsor representative. He is now the vice president of Haitong Securities Company Limited(600837) investment banking department. Mainly participated in Shanghai Apollo IPO and restructuring counseling projects such as Dongchang xitek, Shanghai Jingzhi and Exin diamond.
2. Other members of the project team
Other members of the project team of this offering: LV Xiaowei, Chenggong, Liu Zeyu (resigned), Zhao Yao and Dong Yan. 4、 The issuer of this recommendation
Company name: Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Date of establishment: December 20, 2001
Registered address: No. 777, West Point Street, Panshi Economic Development Zone, Jilin Province
Registered capital: 60602957 yuan
Legal representative: Zhang Jun
Tel: 0432-65888255
Fax No.: 0432-65888212
Business scope: enterprise management; Production of tablets, hard capsules, sterile APIs (sodium ferulate), APIs (escitalopram oxalate, ferrous sulfate, ferrous fumarate, glycerol, calcium carbonate, zinc oxide, magnesium oxide, zinc sulfate, potassium chloride, heavy magnesium carbonate, copper sulfate, zoledronic acid, daphnetin), lyophilized powder injection. (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments) v. types of securities issuance
A joint stock limited company makes an initial public offering and is listed on the gem. 6、 The securities issuance plan
Issuance method: the combination of offline inquiry placement to inquiry objects and online pricing issuance to investors, or other methods specified by the CSRC and Shenzhen Stock Exchange
Issuing objects: qualified inquiry objects, qualified domestic natural persons, legal persons and other investors (except those prohibited by national laws and regulations) who open gem A-share accounts in Shenzhen Stock Exchange, and other issuing objects recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange
Stock type: RMB ordinary shares (A shares)
Par value per share: RMB 1.00
Number of shares to be issued: the number of shares to be issued in this public offering shall not be less than 25% of the total share capital of the company after the issuance and shall not exceed 20.021 million shares. VII. Description of whether the recommendation institution has any circumstances that may affect the fair performance of its recommendation duties
1. The sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The sponsor representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
4. The recommendation representative, the person in charge of the recommendation business, the person in charge of the core, the person in charge of the recommendation business department and other recommendation business personnel of the recommendation institution have no interest with the issuer and its related parties, and there is no situation that prevents them from making independent professional judgment;
5. The sponsor or its controlling shareholders, actual controllers and important related parties do not have major business dealings with the issuer or its controlling shareholders, actual controllers and important related parties, such as providing guarantees or financing to each other;
6. There is no other related relationship or interest relationship between the recommendation institution and the issuer.
8、 The sponsor’s internal audit procedures and opinions on this securities issuance and listing
(I) internal audit procedure
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core.
1. Project review
The sponsor will review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the “project initiation Review Committee”), and the members of the review committee will vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) Any securities issuance business project proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shenzhen Stock Exchange shall be approved in accordance with the implementation rules for the evaluation of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing the project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for deliberation; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For projects approved for approval, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of due diligence.
2. Application review
The investment banking business department reviews the recommended projects in the form of the application and review committee of the recommended projects (hereinafter referred to as the “application and review committee”), and the members of the review committee vote on the projects according to their independent judgment and decide whether to submit the projects to the company for approval. The specific procedures are as follows:
(1) Before applying to start the application review procedure, the project team shall complete the acquisition and collection of working papers in the on-site due diligence stage and submit them to the quality control department for acceptance. If the manuscript is accepted, the project team can apply to start the review procedure of the application review meeting.
(2) After the issuance application documents are prepared and before applying for approval, the project team shall perform the project application and review procedures. The application for application review shall be submitted to the quality control department after being reviewed and approved by the sponsor representative and the leader in charge. The quality control department shall review and issue review opinions and submit them to the application review meeting for review.
(3) For the projects approved by the application review meeting, the project team shall timely improve the issuance application documents according to the modification opinions of the review meeting, submit the core application documents to the core Department of investment banking business and apply for the core as required.
3. Kernel
The investment banking business core department is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of the Haitong Securities Company Limited(600837) investment banking business core Committee (hereinafter referred to as the “core committee”). The core Department of investment banking carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties by holding a core meeting and decides whether to recommend the issuer’s shares, convertible bonds and other securities to the CSRC and Shenzhen stock exchange for issuance and listing. The core committee members express their opinions independently according to their respective duties. The specific work flow is as follows:
(1) The investment banking business department shall submit the application documents to the core department completely, and the incomplete materials shall not be accepted. The list of application documents to be submitted shall be determined by the kernel department.
(2) Before the application documents are submitted to the kernel Committee, the kernel department is responsible for pre examination.
(3) The kernel department is responsible for delivering the application documents to the kernel members, notifying the time of the kernel meeting, and the kernel members review the application documents.
(4) The core department shall conduct verification according to the verification system for Haitong Securities Company Limited(600837) investment banking projects.
(5) Hold a kernel meeting to review the project.
(6) The core department shall summarize and sort out the audit opinions of the core members and feed them back to the investment banking business department and project personnel.
(7) The investment banking business department and project personnel shall reply to the core audit opinions, conduct supplementary due diligence according to the core audit opinions (if necessary), and modify the application documents.
(8) The kernel department shall review the reply and implementation of the kernel audit opinions.
(9) The kernel members independently exercise their voting rights and vote. The kernel organization makes the kernel resolution, which is signed and confirmed by the kernel members attending the meeting.
(10) The projects approved by the core voting must go through the internal approval procedures of the company before being submitted to the outside world. (II) opinions of the audit committee
On June 29, 2020, the core Committee of the sponsor held a core meeting on the project of Jilin West Point Pharmaceutical Technology Development Co., Ltd. applying for initial public offering and listing on the gem. After voting, the core committee considered that the issuer’s application documents met the relevant requirements of relevant laws, regulations and normative documents on IPO and listing on GEM, and agreed to recommend the issuer’s shares for listing.
Section 2 commitments of the recommendation institution
The sponsor promises:
1、 The recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly.
2、 Through due diligence and careful verification of application documents, the sponsor:
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on securities issuance and listing;
2. There are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer’s application documents and information disclosure materials;
3. There are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
4. There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5. Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
6. Ensure that there are no false records, misleading statements or major omissions in the recommendation letter and other documents related to the performance of the recommendation duties;
7. Guarantee the professional services and certificates provided to the issuer
