Haitong Securities Company Limited(600837) about the initial public offering and listing on the gem of Jilin West Point Pharmaceutical Technology Development Co., Ltd
of
Recommendation work report
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
September, 2001
statement
The recommendation institution and the designated recommendation representative have been 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") Relevant laws and regulations such as the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration"), the Listing Rules of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "listing rules") and the relevant provisions of the CSRC and Shenzhen Stock Exchange are honest, trustworthy, diligent and responsible, This recommendation work report is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
catalogue
Section I project operation process 4 I. internal audit department and functions of the recommendation institution 4 II. Internal audit process of sponsor projects 4 III. the approval process of the sponsor for the project 6 IV. implementation process of the sponsor for the project 7 v. review process of the project by the internal verification department of the sponsor 12 VI. review process of the sponsor's approval committee for this project Section II problems existing in the project and their solutions 15 I. project evaluation decision-making opinions and deliberations 15 II. Verification of the sponsor on the key points of the audit of gem issuance and listing 17 III. main problems and solutions found and concerned by the project executive members in the process of due diligence 121 IV. opinions and specific implementation of the internal verification department 124 v. opinions and specific implementation of the core Committee Vi. the performance of the recommendation institution in the verification procedures VII. Verification of the sponsor on the issuer's implementation of the cash dividend policy VIII. Verification opinions of the recommendation institution on the commitments and binding measures of the issuer and its controlling shareholders, directors, supervisors and senior managers of the company IX. verification of the sponsor on the authenticity of the issuer's financial information X. verification of the sponsor's business status after the audit deadline of the issuer 146 Xi. Verification of the issuer's private investment fund filing 12. The recommendation institution verifies the professional opinions issued by the securities service institution one hundred and forty-seven
Section I project operation process
1、 Internal audit department and functions of the recommendation institution
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " and "the sponsor") has established three internal control lines for investment banking business, namely "project team, investment banking business department", "quality control department", "investment banking core department, compliance legal department and risk management department".
The project team and the investment banking business department shall be honest and trustworthy and earnestly perform their corresponding duties in accordance with laws, regulations, rules and other normative documents, industry norms and self-discipline rules, and the company's internal rules and regulations. The sponsor representative shall ensure that the project meets the relevant requirements of laws, regulations, normative documents and self-discipline rules; Ensure that there are no false records, misleading statements or major omissions in the project application or filing materials, materials and documents submitted, submitted, issued or disclosed in the name of the company, and bear direct responsibility for their authenticity, accuracy, integrity, timeliness and preparation quality.
The quality control department is a permanent quality control organization at the level of the investment banking business department. Through the dynamic tracking and management of the investment banking business through the whole process and all links, the quality control department can maximize the pre risk control work, and perform the responsibilities of quality control and in-process risk management of the investment banking business project.
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. Haitong Securities Company Limited(600837) the core Committee of investment banking business performs its duties by holding a core meeting to decide whether to recommend the issuance and listing of the issuer's shares, convertible bonds and other securities to the CSRC and Shenzhen Stock Exchange. The core committee members express their opinions independently according to their respective duties.
The compliance legal department and risk management department shall perform the compliance and risk management responsibilities related to investment banking business in accordance with laws, regulations, rules and other normative documents, industry norms and self-discipline rules, and the company's internal rules and regulations. The recommendation institution has established perfect investment banking business systems and internal control systems such as due diligence system, counseling system, internal verification system, continuous supervision system, continuous training system and recommendation working paper system. 2、 Internal audit process of sponsor projects
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core.
(I) 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 to approve the project initiation. 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.
(II) application for review
The investment banking business department reviews the recommendation projects in the form of the recommendation project application and Review Committee (hereinafter referred to as the "application and review committee"), and the members of the review committee vote on the project according to their independent judgment to decide whether to submit the project 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.
(III) core
The core Department of investment banking business is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of 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.
3、 The approval process of the sponsor for the project
The approval process of the project is as follows:
Project initiation application time: August 5, 2019
Project evaluation and decision-making time: August 13, 2019
Members of the project evaluation decision-making body Xu can, Zhang Xiaofeng, Yao Fuyu, Miao Jiayi and Su Haiyan
4、 The sponsor's implementation process of the project
(I) executive members of the project
The executive members of the project are as follows:
Sponsor representatives: Zhao qionglin, Huang Lei
Project Co organizer Han Jiegao
Project team members LV Xiaowei, Chenggong, Liu Zeyu (resigned), Zhao Yao and Dong Yan
(II) mobilization time of the project
For the issuer's issuance work, the project team enters the site in stages, and the working hours are as follows:
Working phase working time
Due diligence stage from July 2019 to now
Counseling stage: February 2020 to June 2020
The production stage of application documents is from February 2020 to September 2021
Internal verification phase: April 2020 to September 2021
(III) main process of due diligence
The institution is employed by Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as "West Point pharmaceutical") as the sponsor and lead underwriter of its initial public offering and listing on the gem. In this recommendation work, the recommendation institution has made prudent and independent investigation on the issuer in accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the due diligence of sponsors, the guidelines for the working paper of securities issuance and listing recommendation business, and the opinions on issues related to further strengthening the supervision of recommendation business. For this due diligence, all members of the project team confirm that they have fulfilled their due diligence obligations. The investigation of the sponsor is conducted in accordance with the company law, securities law, registration management measures and other current effective laws, regulations, departmental rules and normative documents in China. During the investigation, the project team implemented the necessary due diligence procedures.
1. The scope of due diligence mainly includes:
Risk factors, basic information of the issuer, business and technology, corporate governance and independence, financial and accounting information and management analysis, application of raised funds and future development planning, investor protection and other issues needing attention.
2. During the investigation, we have implemented necessary due diligence procedures, mainly including:
(1) Successively issue due diligence outlines to the issuer and its functional departments, the issuer's shareholders and related parties, investigate and understand the issuer's business and functional departments, collect documents and materials related to the project, and consult and analyze them;
(2) Repeatedly interviewed the issuer's directors, supervisors, senior managers, core technicians, other relevant staff, shareholders and actual controllers to understand the issuer's operation and management related to the project;
(3) Discuss major issues through intermediary coordination meetings; And conduct long-term communication and relevant inquiry and investigation with the lawyer of the issuer and the handling personnel of the audit institution;
(4) Investigate the issuer's main production and operation sites and operations, understand the issuer's business process and the acquisition of production and operation related qualifications, and check the ownership and use of fixed assets and intangible assets;
(5) According to the principle of importance and prudence, conduct video interviews or on-site visits to the issuer's main suppliers and main customers, especially pay attention to the main new suppliers and customers during the reporting period, understand the issuer's procurement and sales, the relationship between suppliers and customers, the upstream and downstream relationship of the industry, and verify the issuer's response to the main customers Supplier's revenue and cost recognition, accounts receivable, accounts payable balance, etc;
(6) Visit local banks, check the issuer's inventory list and spot check large inventory, check the issuer's fixed assets list and spot check the use of fixed assets, check the income, cost, expense list and other relevant financial data, and understand the issuer's financial situation.
(7) Visit the relevant competent departments of industry and commerce, taxation, quality supervision and environmental protection related to the issuer's production and operation to understand the legitimacy of the issuer's production and operation.
(8) Check and verify the related customs by visiting relevant industrial and commercial, public security and other organs or interviewing relevant personnel
