Maiwei (Shanghai) Biotechnology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Appendix to prospectus
catalogue
1 issuance recommendation letter 2 legal opinion 3 lawyer work report 4 financial statements and audit report 5 articles of Association (Draft) 6 internal control assurance report 7 non recurring profit and loss statement verified by certified public accountants 8 documents approved by CSRC for the registration of the issuer's public offering
Haitong Securities Company Limited(600837)
About the initial public offering of Maiwei (Shanghai) Biotechnology Co., Ltd. and its listing on the science and Innovation Board
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
December, 2001
Statement
The recommendation institution and the 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 securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") and the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as "registration management measures"), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as "Listing Rules") and other relevant laws and administrative regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as "CSRC") ）I. in accordance with the provisions of Shanghai Stock Exchange, be honest, trustworthy, 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
Declare that 1 catalog 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 recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation four
5、 The type of securities issuance four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties five
8、 The sponsor's internal audit procedures and core opinions on this securities issuance and listing Section II 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 Kechuang board nine
3、 This securities issuance meets the issuance conditions stipulated in the securities law twelve
4、 The securities issuance meets the issuance conditions specified in the registration management measures twelve
5、 Verification of the issuer's private investment fund filing sixteen
6、 Verification conclusion of the issuer's operating conditions after the audit deadline seventeen
7、 Main risks of the issuer seventeen
8、 Market prospect analysis of the issuer thirty
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals forty-five
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 46 Annex: forty-six
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 Wang Yongjie and Chen Xinjun as the sponsor representatives of Maiwei (Shanghai) Biotechnology Co., Ltd. for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "the offering").
Wang Yongjie: the sponsor representative of the project, Haitong Securities Company Limited(600837) director of investment bank headquarters, with the qualification of lawyer, certified public accountant and certified tax agent. He has been engaged in investment banking business since 2007. He once served as senior manager of Shanghai Securities M & a business headquarters, business director of the first Department of international securities investment bank and senior business director of Chinalin Securities Co.Ltd(002945) investment bank headquarters. He entered Haitong Securities Company Limited(600837) in 2016. He has presided over or participated in many IPO projects such as Zhejiang Wolwo Bio-Pharmaceutical Co.Ltd(300357) , Wanma Technology Co.Ltd(300698) , Shanghai Junshi Biosciences Co.Ltd(688180) , Inner Mongolia Dazhong Mining Co.Ltd(001203) and Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) major asset restructuring, Shanghai Anoky Group Co.Ltd(300067) refinancing and other projects. In the practice of recommendation business, he strictly abides by the recommendation measures and other relevant regulations, and has a good practice record.
Chen Xinjun: the sponsor representative of the project, Haitong Securities Company Limited(600837) deputy general manager of investment bank headquarters, CFA, joined Gf Securities Co.Ltd(000776) in 1998 to engage in investment banking business, and joined Ping An Securities in 2005. He once served as the executive general manager and kernel member of Ping An Securities investment banking business department. He joined Chinalin Securities Co.Ltd(002945) in 2011, once served as the general manager of Chinalin Securities Co.Ltd(002945) investment banking business department, and joined Haitong Securities Company Limited(600837) in 2015, Served as deputy general manager of investment banking department. He has been engaged in investment banking business for more than 20 years and has presided over or participated in many IPO projects such as Yantai Wanhua, Suzhou Gold Mantis Construction Decoration Co.Ltd(002081) , Tech-Bank Food Co.Ltd(002124) , Shanghai Hi-Tech Control System Co.Ltd(002184) , Wanma cable, Goldlok Holdings(Guangdong) Co.Ltd(002348) , Ningbo GQY, New Territories pump, Beingmate Co.Ltd(002570) , Jiangsu Tongda Power Technology Co.Ltd(002576) , Realcan Pharmaceutical Group Co.Ltd(002589) , river curtain wall, Founder Securities Co.Ltd(601901) , Ningbo Tuopu Group Co.Ltd(601689) , Longyun shares, Inner Mongolia Dazhong Mining Co.Ltd(001203) and Guoyuan Securities Company Limited(000728) , Tongling Nonferrous Metals Group Co.Ltd(000630) , Hengtong Optic-Electric Co.Ltd(600487) , Suzhou Gold Mantis Construction Decoration Co.Ltd(002081) , Wanma cable, {002228 Underwriting and recommendation of refinancing projects such as Realcan Pharmaceutical Group Co.Ltd(002589) . On April 17, 2020, The Shanghai Stock Exchange issued the decision on giving supervision and warning to the recommendation representatives Chen Xinjun and Xu Xiaoming (Shanghai Stock Exchange decision on regulatory measures [2020] No. 8) and the regulatory measures for giving supervision and warning to Mr. Chen Xinjun. In addition, Mr. Chen Xinjun strictly abides by the management measures for recommendation business in the practice of recommendation business And other relevant regulations, with a good practice record. 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 Wu Wenbin as the Project Co sponsor of this offering.
Wu Wenbin: CO organizer of the project, joined the headquarters of Haitong Securities Company Limited(600837) investment bank in 2016 and participated in IPO projects such as Wanma Technology Co.Ltd(300698) , Shanghai Junshi Biosciences Co.Ltd(688180) , Inner Mongolia Dazhong Mining Co.Ltd(001203) .
2. Other members of the project team
Other members of the project team of this offering: Liu Heming, Qu Shuyi and Liu Dan. 4、 The issuer of this recommendation
Maiwei (Shanghai) Biotechnology Co., Ltd
English Name: mabwell (Shanghai) bioscience Co., Ltd
The registered capital is 299.7 million yuan
Legal representative: Liu Datao
Date of establishment of the company: May 12, 2017
Date of establishment of the joint stock company: June 30, 2020
Address: room 105, building 2, No. 230 Cailun Road, China (Shanghai) pilot Free Trade Zone
Postal Code: 201210
Tel: 021-585793-6526
Fax 021-585793-6520
Internet address https://mabwell.com./
E-mail [email protected].
Responsible for information disclosure and securities affairs department
Investor Relations Department
Head of information disclosure Hu Huiguo
Contact number of the person in charge of information disclosure: 021-585793-6526
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the science and innovation board. 6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
The par value of each share is RMB 1.00
The number of shares issued by the issuer this time is 99.9 million (excluding the number of shares issued by over allotment option and its proportion in the total shares issued by stock option after issuance), the number of shares issued to the public accounts for 25.00% of the total share capital of the issuer after issuance; this issuance is all new shares, and the original shareholders do not offer shares to the public; this issuance bank can adopt over allotment option, and the over allotment part does not exceed the number of shares issued to the public 15% of quantity
Issue price per share [*] yuan
If the issuer's senior executives and employees intend to participate in the strategic placement of senior executives and employees, the issuer shall perform internal procedures to review the specific plan of the matter after the strategic placement of shares in this public offering and before the issuance, and disclose it according to law
The sponsor will arrange relevant subsidiaries to participate in the strategic placement of this offering, which shall be implemented in accordance with the relevant provisions of the Shanghai sponsor's relevant subsidiaries to participate in the strategic placement of the stock exchange. The recommendation institution and its relevant subsidiaries will further clarify the specific plan for participating in the strategic placement of this offering according to the placement situation as required, and submit relevant documents to Shanghai Stock Exchange as required
P / E ratio before issuance is not applicable
P / E ratio after issuance is not applicable
Earnings per share after issuance is not applicable
Net assets per share before the issuance is RMB [*] (calculated by dividing the audited owner's equity attributable to the parent company by the total share capital before the issuance)
Net assets per share after issuance is RMB [*] (calculated by the audited owner's equity attributable to the parent company on [*], year [*], plus the net amount of the raised funds divided by the total share capital after the issuance)
Issuance price to book ratio [*] times (determined by dividing the issuance price per share determined after inquiry by the net assets per share after issuance)
Adopt the combination of offline inquiry placement to investors and online pricing issuance to social public investors, or other methods approved by the securities regulatory authorities (including but not limited to placing shares to strategic investors)
Inquiry objects, strategic investors and qualified investors who open RMB common shares (A shares) stock accounts in Shanghai Stock Exchange in accordance with national laws, regulations, normative documents and regulatory authorities (except subscribers prohibited by national laws, regulations and normative documents)
Underwriting method balance underwriting method
7、 Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
1. After verification, as of the signing date of the sponsor of this offering, the sponsor Haitong Securities Company Limited(600837) held 4.95 million shares of the issuer through its wholly-owned subsidiary Haitong innovation Securities Investment Co., Ltd., accounting for 1.65% of the total share capital of the issuer before this public offering. In accordance with the relevant provisions of the exchange, the recommendation institution will arrange relevant subsidiaries to participate in the issuer's strategic placement of this offering. The above situation will not affect the recommendation institution's fair performance of its recommendation duties;
2. The issuer or its controlling shareholder, actual controller or important related party does not hold the shares of the recommendation institution or its controlling shareholder, actual controller or important related party;
3. The recommendation 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 controlling shareholder, actual controller and important related party of the recommendation institution do not provide guarantee or financing to each other with the controlling shareholder, actual controller and important related party of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer. 8、 Internal audit procedures and opinions of the recommendation institution 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 recommendation institution reviews 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 vote on the project according to their independent judgment to decide whether the project is approved or not
