Central China Securities Co.Ltd(601375)
About Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
Initial public offering and listing on GEM
Letter of recommendation for issuance
Sponsor (lead underwriter)
(Zhongyuan Guangfa finance building, No. 10, business outer ring road, Zhengdong New District, Zhengzhou)
September 2021
Central China Securities Co.Ltd(601375)
About Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
Initial public offering and listing on GEM
Letter of recommendation for issuance
Central China Securities Co.Ltd(601375) (hereinafter referred to as "the sponsor") is entrusted by Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. (hereinafter referred to as "the issuer" or "the company") to act as the sponsor of its initial public offering and listing on the gem.
The recommendation institution and its recommendation representative shall, 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"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "administrative measures"), and other relevant laws Laws and regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange, be honest and trustworthy, be diligent and responsible, issue the 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.
Unless otherwise specified, the abbreviation in this offering recommendation letter is consistent with the interpretation of the prospectus. 1、 Sponsor representative and other project personnel
Name of member and practice of recommendation business
Once took charge of or participated in the IPO or refinancing of Estun Automation Co.Ltd(002747) ( Estun Automation Co.Ltd(002747) ), Chenguang Biotech Group Co.Ltd(300138) Zhong Jiangang ( Chenguang Biotech Group Co.Ltd(300138) ), Beijing Geoenviron Engineering & Technology Inc(603588) ( Beijing Geoenviron Engineering & Technology Inc(603588) ), Bomesc Offshore Engineering Company Limited(603727) ( Bomesc Offshore Engineering Company Limited(603727) ) and other projects.
He was responsible for or participated in Fengshen tire ( Aeolus Tyre Co.Ltd(600469) ), Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) ( Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) ), Beijing Creative Distribution Automation Co.Ltd(002350) ( Beijing Creative Distribution Automation Co.Ltd(002350) ), Beijing Supermap Software Co.Ltd(300036) ( Beijing Supermap Software Co.Ltd(300036) ), sponsor representative Do-Fluoride New Materials Co.Ltd(002407) ( Do-Fluoride New Materials Co.Ltd(002407) ), Hengxin mobile ( Hengxin Shambala Culture Co.Ltd(300081) ), Chenguang Biotech Group Co.Ltd(300138) Feng Jiangtao ( Chenguang Biotech Group Co.Ltd(300138) ), Dajin Heavy Industry Co.Ltd(002487) ( Dajin Heavy Industry Co.Ltd(002487) ) Toyou Feiji Electronics Co.Ltd(300302) ( Toyou Feiji Electronics Co.Ltd(300302) ), Beijing Geoenviron Engineering & Technology Inc(603588) ( Beijing Geoenviron Engineering & Technology Inc(603588) ), Estun Automation Co.Ltd(002747) ( Estun Automation Co.Ltd(002747) ), Bomesc Offshore Engineering Company Limited(603727) ( Bomesc Offshore Engineering Company Limited(603727) ), Changshan Co., Ltd. ( Shijiazhuang Changshan Beiming Technology Co.Ltd(000158) ), Beiqi Foton Motor Co.Ltd(600166) ( Beiqi Foton Motor Co.Ltd(600166) ), Shanghai Hongda New Material Co.Ltd(002211) ( Shanghai Hongda New Material Co.Ltd(002211) ) Gf Securities Co.Ltd(000776) backdoor Yanbian highway ( Gf Securities Co.Ltd(000776) ) and other IPO or refinancing projects.
Zou Ming, the co organizer of the project, has participated in the due diligence and guidance of Chenguang Biotech Group Co.Ltd(300138) ( Chenguang Biotech Group Co.Ltd(300138) ) convertible bonds and several IPO projects.
Other members of the project team: Zhan Xiaofeng, Wang Yingming, Zhang Yanni, Jiang Huawei, Jin Xiaoxia, Xu Qiuming
2、 Basic information of the issuer
Company name: Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
Address: No. 5-1, Tianci street, Hunnan District, Shenyang City, Liaoning Province (607)
Registered capital: 91058800 yuan
Legal representative: He Wei
Date of establishment: October 15, 2009
Tel: 02486549139
Fax No.: 02486528900
Business scope: Ophthalmic diagnosis and treatment, sales of glasses, glasses protection products, soft corneal contact lenses and nursing fluids, and retail of class B over-the-counter drugs (eye drops); Optometry and glasses service. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Type of securities issuance: initial public offering of shares by a joint stock limited company and listing on the gem III. relationship between the sponsor and the issuer
The recommendation institution and the issuer do not have the following circumstances:
(I) the shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the sponsor representatives and their spouses, directors, supervisors and senior managers of the recommendation institution have the rights and interests of the issuer and hold positions in the issuer;
(IV) the mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer;
(V) other related relationships between the recommendation institution and the issuer.
4、 Internal audit procedures and core opinions of the recommendation institution
(I) internal audit procedure
The sponsor has performed strict internal audit procedures for the application documents of the issuer for initial public offering and listing on the gem:
1. The project team shall complete the comprehensive due diligence, obtain the working papers and prepare the application documents, which shall be submitted to the quality control headquarters for acceptance after performing the review procedures of the business department.
2. From April 20, 2020 to May 6, 2020, the auditors of the quality control headquarters checked the project. The quality control headquarters shall check and judge whether the project complies with the core standards and conditions, whether the materials to be submitted by the project team comply with laws and regulations and relevant provisions of the CSRC, and whether the business personnel are diligent in performing their due diligence obligations, and issue verification opinions.
The project team shall conduct supplementary verification and reply to the verification opinions of the quality control headquarters, and submit them to the quality control headquarters for acceptance and confirmation.
3. After the project application documents and working papers are accepted by the quality control headquarters and the verification procedures are performed, the project team shall propose to the nuclear affairs department to hold a nuclear meeting. The nuclear affairs department shall conduct a preliminary review on the completeness of the documents submitted by the project team, and organize a nuclear meeting after passing the review.
4. On May 13, 2020, the core Committee of the sponsor held a core meeting to consider the application for issuance and listing of the project. A total of 7 members of the nuclear Committee participated in the nuclear conference, including Jiang Yan, Ru Tingting, Zhao Yimeng, fan Zhen, Xiao Yichen, Li Li and Hua Jinzhong. At the meeting, the kernel committee members fully communicated and discussed with the sponsor representative and project team members on the problems existing in the project, and voted on the project by open ballot. According to the voting results, this item was considered and adopted by the nuclear conference.
The project team implemented the core opinions one by one, modified and improved the application documents for this release, and submitted them to the core affairs department for review and confirmation.
(II) core comments
Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. complies with the issuance conditions stipulated in the securities law, relevant laws and regulations, business rules and other regulations, and agrees to recommend Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. to issue shares for the first time and be listed on the gem.
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, China Securities Regulatory Commission and Shenzhen Stock Exchange, agreed to recommend the issuer's securities to be issued and listed on the gem, and hereby issued this issuance recommendation letter.
The recommendation institution makes commitments on the following matters:
(I) 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;
(II) 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;
(III) 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;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) 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;
(VI) guarantee that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
(VII) ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
(VIII) voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business, and voluntarily accept the self-discipline supervision of Shenzhen Stock Exchange;
(IX) other matters stipulated by the CSRC and Shenzhen Stock Exchange. 6、 Opinions of the recommendation institution on the special financial verification of the issuer
In accordance with the requirements of the opinions on further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14) and the notice on special inspection of 2012 annual financial report of initial public offering companies (FA Jian Han [2012] No. 551), the sponsor, together with accountants The issuer conducted a comprehensive self-examination on the authenticity, accuracy and completeness of financial and accounting information disclosure during the reporting period.
Upon verification, the issuer's financial information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions, and there are no cases of whitewashing performance or financial fraud as follows:
(1) Achieve false growth of income and profit by means of self transaction;
(2) Malicious collusion between the issuer or related parties and their customers or suppliers by means of private interest exchange to achieve false growth of income and profit;
(3) Related parties or other interested parties pay costs and expenses on behalf of the issuer or provide economic resources to the issuer at free or unfair transaction prices;
(4) Other enterprises controlled or invested by the sponsor and its affiliates, PE investment institutions and their affiliates, shareholders or actual controllers of PE investment institutions have large transactions with the issuer in the last year of the reporting period, resulting in a significant increase in the issuer's income and profit in the last year of the reporting period;
(5) Use external funds to pay for goods, underestimate the purchase quantity and amount of raw materials, falsely reduce the current cost and fictitious profit;
(6) Using technical means or other methods to make related parties or other legal persons and natural persons pretend to be Internet or mobile Internet customers to conduct transactions with the issuer (i.e. Internet or mobile Internet service enterprises) to achieve false growth of income and profit;
(7) Mix the expenses that should be included in the current costs and expenses into the collection and distribution process of inventory, construction in progress and other asset items, so as to achieve the purpose of undercounting the current costs and expenses;
(8) Lower employee salaries, reduce labor costs periodically and whitewash performance;
(9) Postpone the expenses required for normal operation and management, increase profits and whitewash statements by delaying the period when costs and expenses occur;
(10) At the end of the period, the impairment of assets such as arrears, bad debts and inventory falling price may be underestimated;
(11) Postpone the time when the construction in progress is converted to fixed assets or the time when the purchased fixed assets reach the expected use state, and postpone the time when the depreciation of fixed assets begins;
(12) Other situations that may lead to the distortion of the company's financial information disclosure, whitewash performance or financial fraud. 7、 Recommendation opinions of the recommendation institution on the securities issuance
The sponsor has conducted full due diligence and prudent verification in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
(I) decision making procedures for this securities issuance
1. The issuer held the sixth meeting of the first board of directors on April 17, 2020, deliberated and adopted the proposal on the company's application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange Proposals related to this offering, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the company's initial public offering and listing, and submit these proposals to the general meeting of shareholders of the issuer for deliberation; The issuer held the second extraordinary general meeting of shareholders in 2020 on April 17, 2020, deliberated and passed relevant resolutions on the issuance and listing of shares, including the proposal on the company's application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the company's initial public offering and listing, etc.
2. In accordance with the administrative measures and other relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the gem registration system, the issuer adjusted and replaced the relevant proposals of the sixth meeting of the first board of directors held on April 17, 2020, and held the eighth meeting of the first board of directors on June 18, 2020, The proposal on the company's application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the company's initial public offering and listing and other proposals related to this offering were reviewed and passed, and these proposals were submitted to the general meeting of shareholders of the issuer for deliberation; The issuer adjusted and replaced the relevant proposals of the second extraordinary general meeting of shareholders in 2020 held on April 17, 2020, held the third extraordinary general meeting of shareholders in 2020 on June 18, 2020, reviewed and passed the relevant resolutions on the issuance and listing of shares, Including: the proposal on the company's application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the company's initial public offering and listing, etc.
After verification, the sponsor believes that the issuer has fulfilled the company law, the securities law and the provisions of the CSRC and Shenzhen Stock Exchange
