Minsheng Securities Co., Ltd
About Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Continuous supervision and tracking report in 2021
In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "sponsor") as the continuous supervision sponsor of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as " Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) " and "company") for initial public offering and listing on the science and innovation board, is responsible for the continuous supervision after Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) listing and Issuing the continuous supervision tracking report of this year. 1、 Continuous supervision
No. implementation of work content
Establish, improve and effectively implement the continuous supervision system, and the recommendation institution has established, improved and effectively implemented the continuous supervision system
1 degree, and formulate the corresponding supervision system for the specific continuous supervision work, and formulate the corresponding work plan. The work plan shall be.
According to the relevant provisions of the CSRC, the recommendation institution has signed a recommendation agreement with Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) before the continuous supervision, and the agreement with the listed company or relevant parties defines the responsibilities of both parties during the continuous supervision
2. Sign a continuous supervision agreement to clarify the rights and obligations of both parties in continuous supervision, which has been reported to Shanghai stock exchange for filing
The rights and obligations during the guidance period shall be reported to Shanghai Securities.
For the record of the exchange.
During the period of continuous supervision, the listed company shall be supervised in accordance with relevant regulations
If the company makes a public statement on violations of laws and regulations, it shall be made in 2021 Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) in the period of continuous supervision
3. Report to the Shanghai Stock Exchange before disclosure, and require the recommendation institution to make a public statement according to relevant regulations
The violation of laws and regulations in the designated media after the review of the Shanghai Stock Exchange.
Sue.
During the continuous supervision, the listed company or relevant parties
In case of violation of laws and regulations, breach of commitments and other matters, it shall
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) in 2021 has not been found within five working days since the date of discovery or should have been found
4. Report to the Shanghai Stock Exchange, and the contents of the report include violations of laws and regulations or breach of commitments.
Including violation of laws and regulations by listed companies or relevant parties
The specific conditions of regulations, breach of commitments and other matters shall be recommended
Supervision measures taken by the supervisor, etc
Carry out continuous supervision through daily communication, regular return visit, on-site inspection, daily communication, regular or irregular 5 due diligence, etc. To understand the operation of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) and carry out continuous supervision on Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) by means of return visit.
Supervise the listed company and its directors, supervisors and senior managers in 2021, the recommendation institution supervises Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) and its directors to abide by laws, regulations, departmental rules and administrative affairs, supervisors and senior managers to abide by laws, regulations, business rules and other departmental rules issued by 6 Shanghai Stock Exchange and business normative documents issued by Shanghai Stock Exchange, And earnestly fulfill its rules and other normative documents, and earnestly fulfill its commitments. Commitments made.
Supervise listed companies to establish, improve and effectively implement public insurance recommendation institutions, and urge Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) to improve the corporate governance system of company 7 in accordance with relevant regulations, including but not limited to the general meeting of shareholders, fully improve the corporate governance system, and strictly implement the rules of procedure of the board of directors and the board of supervisors and the governance system of directors and supervisors.
And the code of conduct of senior managers.
Supervise listed companies to establish, improve and effectively implement internal
The degree of control, including but not limited to the financial management system, the accounting system and internal audit system established by the sponsor for Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 's internal control system, as well as the fund raising, implementation and effectiveness. The use of funds, related party transactions, external guarantees, and the internal control system of sunpromise 8 meet the requirements of relevant laws and regulations, and obtain foreign investment, derivative transactions The control of subsidiaries has been effectively implemented, which can ensure the standardized operation of the company and other major business decision-making procedures and rules. that 's ok.
Supervise listed companies to establish, improve and effectively implement letter of credit
Information disclosure system, review information disclosure documents and other recommendation institutions, urge Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) strictly implement relevant documents of information disclosure 9, and have sufficient reasons to believe that the disclosure system of listed companies, review information disclosure documents and other relevant documents, and submit documents to Shanghai Stock Exchange do not exist
False records, misleading statements or material omissions.
Information disclosure documents of listed companies and securities to China
Other documents submitted by the CSRC and Shanghai Stock Exchange
Review in advance and disclose the information with problems
Timely urge the company to correct or supplement the documents, and
If the company does not make corrections or supplements, it shall timely report to the Shanghai Securities recommendation institution on the information disclosure document of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) to the stock exchange; The information disclosure of the listed company has been reviewed. If there are no documents that should be submitted to Shanghai Securities 10 in time and have not been reviewed in advance, they should be reported to the listed company
Complete the information reported by the exchange within five trading days after fulfilling the obligation of information disclosure.
There are problems in the review of relevant documents
The information disclosure documents of listed companies shall timely urge listed companies to
If the listed company does not make corrections or supplements,
It shall report to Shanghai Stock Exchange in time.
Pay attention to the listed company or its controlling shareholders and actual control in 2021, Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) and its controlling shareholders, actual 11 persons, directors, supervisors and senior managers are not affected by the central controller, directors, supervisors and senior managers
Such matters occur in the administrative punishment of the CSRC and the discipline of the Shanghai Stock Exchange.
Punished by law or issued by Shanghai Stock Exchange
The supervisor shall pay attention to the situation of the letter and urge it to improve the internal control
System and take measures to correct it.
Continue to pay attention to listed companies, controlling shareholders and actual controlling shareholders
The fulfillment of commitments by the controllers, listed companies and controllers, and the non fulfillment of commitments by Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) and its controlling shareholders, actual 12 share shareholders and actual controllers in 2021
The controller does not fail to fulfill his commitments.
And report to the Shanghai Stock Exchange in a timely manner.
Pay attention to public media reports on listed companies, and
Check the market rumors. Issued after verification
The listed company has major events that should be disclosed but not disclosed. In 2021, after verification by the recommendation institution, Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) there are 13 items or the information disclosed is inconsistent with the facts, the listed company shall be timely reported to the Shanghai Stock Exchange to urge the listed company to truthfully disclose or clarify; On the situation.
If the municipal company does not disclose or clarify, it shall raise it in time
Report of Shanghai Stock Exchange
If one of the following circumstances is found, urge the listed company to do so
Issue an explanation and make corrections within a time limit, and submit it to Shanghai securities at the same time
The exchange reported: (I) suspected violation of the Listing Rules
And other relevant business rules; (II) securities service institutions
The professional opinions issued by its signers may exist 14 in 2021, such as false records, misleading statements or major legacy, and Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) no relevant circumstances have occurred. Violation of laws and regulations or other improper circumstances; (Ⅲ)
The company appears in articles 71 and 72 of the recommendation measures
Circumstances stipulated in Article 72; (IV) the company is not equipped with
Continuous supervision of the project; (V) Shanghai Securities Trading
Other circumstances that the or the sponsor deems necessary to report.
Formulate a work plan for on-site inspection of listed companies,
Clarify the requirements of on-site inspection to ensure on-site inspection
Work quality. A listed company is under any of the following circumstances
The recommendation institution and the recommendation representative shall know themselves
Or the special inspection should be carried out within 15 days from the date of knowing. Now in 2021, Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) there is no need for 15 special on-site inspections: (I) there is a suspicion of major financial fraud; Check the situation.
(II) controlling shareholders, actual controllers and their affiliates
The person is suspected of occupying funds; (III) there may be significant
Illegal guarantee; (IV) controlling shareholder and actual control
And its affiliates, directors, supervisors or senior managers
Managers are suspected of encroaching on the interests of listed companies; (Ⅴ)
There are significant abnormalities in capital transactions or cash flows;
(VI) the Shanghai Stock Exchange or the sponsor believes that
Other matters that should be subject to on-site verification.
2、 Problems found by the recommendation institution and the recommendation representative and their rectification
There are no major problems in 2021. 3、 Major risk events (I) core competitiveness risk
1. Risks of technology upgrading and equipment updating brought by the development of drug R & D technology
Cro industry is a knowledge intensive industry, which has the characteristics of rapid technological renewal. Drug R & D technology will be updated and iterated with the emergence of new technologies, new methods, new equipment and other factors. At present, with the increasing investment in technology R & D and the upgrading of detection and analysis technologies, cro enterprises may face the challenge of backward technology. For example, a large number of new technologies and equipment appear in pharmaceutical research, biological analysis and other fields, which need cro enterprises to adapt, master and apply. As the new technology is usually accompanied by the characteristics of complex process, expensive equipment and small return in a short time, if the company cannot continue to strengthen technology research and development, the construction of technical talent team and increase the investment in new technology and equipment, it will affect the profitability and sustainable development of the company in the future.
2. Risk of drug development failure
The company's main business is to provide R & D outsourcing services to pharmaceutical enterprises, involving innovative drug development, generic drug development and consistency evaluation. Drug research and development is a systematic project, which needs to go through the process of repeated experiments, and generally has high risks. Due to the comprehensive influence of the company's technical level, laboratory conditions, raw material supply, customer production conditions, regulatory policies and other internal and external factors, drug R & D may fail. Although the contract signed between the company and the customer stipulates the responsibility division and payment settlement terms for drug R & D failure, the company still has the risk of terminating the contract and refunding or compensating the customer for its own reasons. (II) operational risk
1. Core technology brain drain and core technology disclosure risk
With the development of pharmaceutical R & D industry, the competition for technical talents in the industry is becoming increasingly fierce, and the company is facing an adverse impact on its nuclear profit ability.
2. Real estate leasing risk
As of the signing date of this report, the company has no self owned real estate. The production and business premises of the company are leased from a third party, and the leased area in use is 36000 square meters. The relevant leased properties of the company have signed house lease contracts, but if the lease cannot be renewed after the expiration of the contract, the company needs to find a new production and operation site and rebuild the laboratory, which may have a certain adverse impact on the business operation of the company. (III) financial risk
1. Execution risk of long-term contract
The pharmaceutical R & D industry has obvious characteristics of high risk, high investment and long cycle. The cycle of pharmaceutical research projects of the company is usually 3-5 years, the cycle of bioequivalence test is usually 6-12 months, and the cycle of phase I-IV clinical trials is usually 1-3 years. Although the company can charge corresponding service fees according to different research stages in the research process, due to changes in national policies and regulations, customer product planning and capital status, the actual performance progress of individual projects may be inconsistent with the expected progress, the payment is not timely, and the research results cannot meet the expectations, which may lead to the company's failure to obtain the expected income, Impact on the company's business, financial status and reputation. Therefore, the company has the risk of increasing project uncertainty and management complexity due to the long project implementation cycle.
2. Gross margin fluctuation risk
During the reporting period, the company's comprehensive gross profit margin was 53.41%, at a high level. When pricing, the company will consider a certain risk premium according to the difficulty of R & D. however, the company has many types of drugs, the difficulty of different drugs is different, and the risk premium is different, so the pricing will lead to differences in gross profit margin. In addition, the drug R & D services provided by the company are customized services. The cycle of some services is long, the risk of drug R & D is high, and the R & D cost is uncontrollable, especially in pharmaceutical research, which leads to certain differences in the gross profit margin of different projects of the company, and the gross profit margin of the company will fluctuate in different years. In addition, the gross profit margin is comprehensively affected by market supply and demand, the company's bargaining power, industry competition, specific orders and other factors. Therefore, the company may face the risk of gross profit margin fluctuation.
(IV) industry risk
1. Risk of market competition
With the improvement of new drug R & D environment, the acceleration of drug review and evaluation, and the continuous growth of R & D capital investment in the pharmaceutical industry, China Meheco Group Co.Ltd(600056) enterprises gradually release their demand for pharmaceutical R & D. consistency evaluation also brings incremental R & D demand, and China's cro market continues to develop rapidly. Due to the shortening of China Meheco Group Co.Ltd(600056) approval time and the increasing demand in the pharmaceutical market, multinational cro companies such as iqvia and Covance have successively set up branches in China to speed up the development of the Chinese market. The company will compete with multinational cro companies in the pharmaceutical R & D business in the Chinese market, and with the continuous expansion of the company's overseas business in the future, The company will also compete directly with multinational cro companies in foreign markets. In addition, the rapid development of China's cro industry in recent years has also driven the rapid growth of Chinese cro enterprises, such as Wuxi Apptec Co.Ltd(603259) , Pharmaron Beijing Co.Ltd(300759) , tiger
