Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. about
Letter of recommendation for initial public offering and listing on the gem of Suzhou fujilai Pharmaceutical Co., Ltd
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" and "the sponsor") is entrusted by Suzhou fujilai Pharmaceutical Co., Ltd. to act as the sponsor of its initial public offering and listing on the gem.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), Bian Jiazhen and GE shaozheng, the recommendation representatives of the recommendation institution and the project Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other relevant laws and administrative regulations, as well as the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, are 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 of the documents issued Accuracy and completeness.
Unless otherwise specified, the abbreviations or terms in this offering recommendation letter have the same meanings as those in the prospectus of the company's initial public offering of shares and listing on the gem.
Section 1 basic information of this securities issuance
1、 Brief introduction of sponsor representative, Project Co sponsor and project team members
(I) be specifically responsible for the recommended recommendation representative and the practice of recommendation business
Bian Jiazhen: now he is the director of Dongfang investment bank and the sponsor representative, with a master's degree. Among the securities that have participated in or been in charge of the underwriting projects that have been involved in or been in charge of the securities that have been involved in or been in charge of the underwriting of the securities that have been involved in or responsible for the following: the Hongda Xingye Co.Ltd(002002) 47472\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ipo, Keller environment IPO, etc.
Ge shaozheng: now he is the managing director of Dongfang investment bank and the sponsor representative, with a master's degree. The securities underwriting projects that I've participated in or been in charge of or been involved in or was in charge of: the securities underwriting projects that I was involved in or was in charge of are: huapeak's directional placement for spanspanspanspanspanspanspanin, Hangzhou Tigermed Consulting Co.Ltd(300347) \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ipo, Masson technology IPO, Shanghai Nar Industrial Co.Ltd(002825) ipo, Tianchang IPO Everdisplay Optronics (Shanghai) Co.Ltd(688538) ipo, Keller environment IPO, etc.
(II) Project Co sponsors and practice of recommendation business
Wang Kuan: now he is the business director of Oriental Investment Bank, the sponsor representative, with a master's degree. Securities underwriting projects participated in or in charge of: 2016 Zhejiang East Crystal Electronic Co.Ltd(002199) major asset restructuring, 2016 Wanhua Chemical Group Co.Ltd(600309) non-public offering, 2017 Boshen tool major asset restructuring, 2018 Wanhua Chemical Group Co.Ltd(600309) major asset restructuring, 2020 Bgrimm Technology Co.Ltd(600980) non-public offering, etc.
(III) other members of project team
Jiang Xiaohua, Liu Wei, Fu Shuai, Huang Yu
2、 Basic information of the issuer
Company name: Suzhou fujilai Pharmaceutical Co., Ltd. (hereinafter referred to as "fujilai", "issuer" or "company")
Legal representative: Qian Xiangyun
Registered capital: RMB 68.75 million
Date of establishment: November 27, 2000
Registered address: No. 16, Haiwang Road, Changshu new material industrial park, Jiangsu Province
Tel.: 051252015605
Fax: 051252303736
Internet address: http://www.fuslai.com./
Email: [email protected].
Production and sales: ethyl 6,8-dichlorooctanoate, lipoic acid and derivatives, L-carnosine and derivatives, glycerol phosphatidylcholine, phosphatidylcholine, lipoamide, irecoxib and apatinib; Sales and production of by-products: sodium sulfite, polyaluminium chloride, ammonia (≤ 10%), diketazine; By products of retail production: industrial salt (NaCl content ≥ 96%); Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). Business scope: (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Licensed items: drug production; Drug import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: technology research and development of biochemical products; Engineering and technical research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
It is mainly engaged in the R & D, production and main business of pharmaceutical intermediates, APIs and raw materials of health products: sales, mainly including lipoic acid, phosphatidylcholine and carnosine.
This securities offering is an initial public offering of shares and listed on the gem:
3、 Relationship between the sponsor and the issuer
The institution and the issuer do not have the following circumstances:
1. 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;
2. The 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;
3. 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, which may affect the fair performance of the recommendation duties;
4. The mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the sponsor and the controlling shareholder, actual controller and important related party of the issuer;
5. 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
1. The project team shall put forward the application for the core, which shall be initially reviewed by the quality control department, and submit it to the core office after on-site verification, verification and acceptance of the working paper separately or jointly with the core office;
2. After receiving the kernel application materials, the kernel office shall study and judge the project risks on the basis of the preliminary review of the quality control department, and convene the kernel meeting for deliberation as required;
3. Before the kernel meeting, the kernel office will send the kernel materials to the participating kernel members in writing or e-mail for review;
4. The kernel meeting is presided over by the person in charge of the kernel or its designated kernel members. All participating kernel members fully consider and express their opinions on the kernel materials. The kernel office is responsible for the recording and sorting of the kernel meeting and the archiving and management of the kernel data;
5. The kernel office shall sort out and form the kernel feedback according to the minutes of the kernel meeting and the opinions of the kernel committee members, and feed it back to the project team. The project team shall make a written reply to the feedback within the specified time, and timely modify and improve the application materials.
(II) core comments
In the spirit of honesty, trustworthiness and diligence, the recommendation institution fully performs its due diligence duties according to the actual situation of the issuer. On this basis, the internal audit department of the recommendation institution has carried out strict quality control and careful verification on the issuer's issuance application documents, recommendation working papers and other relevant documents.
On September 11, 2020, the recommendation institution held a core meeting, and all core members participated in the meeting in accordance with the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business, the measures for the administration of the registration of initial public offerings on the gem (for trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, as well as the CSRC Relevant requirements of Shenzhen Stock Exchange have carefully reviewed the issuer's subject qualification, independence, standardized operation, financial accounting, application of raised funds and other aspects, and put forward relevant issues that need further verification or explanation by the project team. After full discussion, the core members attending the meeting considered that the issuer met the conditions for IPO and agreed to report the application materials for IPO and listing on GEM to Shenzhen Stock Exchange.
Section 2 commitments of the recommendation institution
1、 The 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 the application documents, the institution makes commitments on the following matters: 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 sponsor representative and relevant personnel of the 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 documents and other documents related to the performance of recommendation duties;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business.
Section III recommendation on this securities issuance
1、 Recommendation conclusion of the recommendation institution on this securities issuance
In accordance with the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business, the guidelines for the due diligence of sponsors, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), and other relevant provisions, After conducting necessary due diligence on the issuer and fully communicating with the issuer, the issuer's lawyer and the issuer's audit institution, Dongfang investment bank believes that the issuer has a complete business system and the ability to directly face the market and operate independently, has a sound governance structure, standardized operation and good business performance, and the investment projects with raised funds comply with the national industrial policies, It is closely related to its main business, and has the securities law, the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation), the Listing Rules of shares on the gem of Shenzhen Stock Exchange (revised in 2020) The conditions for applying for IPO and listing on the gem stipulated in the Shenzhen Stock Exchange gem stock issuance and listing review rules and other laws and regulations agree to recommend the issuer to IPO and list on the gem.
2、 Decision making procedures performed by the issuer for this securities issuance
(I) board of directors
On September 17, 2020, the issuer held the sixth meeting of the third board of directors, deliberated and adopted the proposal on Amending the company's plan for applying for initial public offering and listing, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's initial public offering and listing on the venture board The proposal on the feasibility of the company's initial public offering of shares to raise funds for investment projects, the proposal on the distribution plan for the initial public offering of shares and accumulating undistributed profits before listing on the gem, the proposal on the plan for stabilizing the stock price within three years after the company's initial public offering of shares and listing on the gem Proposal on the three-year dividend return planning after the company's initial public offering and listing on the gem, proposal on the measures and commitments taken by the company to dilute the immediate return after the company's initial public offering and listing on the gem Proposals related to this offering and listing, such as the proposal on relevant commitments and corresponding restrictive measures of the company's initial public offering and listing on the gem.
(II) general meeting of shareholders
On October 9, 2020, the issuer held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on Amending the company's plan for applying for initial public offering and listing, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's initial public offering and listing on the gem The proposal on the feasibility of the company's initial public offering of shares to raise funds for investment projects, the proposal on the distribution plan for the initial public offering of shares and accumulating undistributed profits before listing on the gem, the proposal on the plan for stabilizing the stock price within three years after the company's initial public offering of shares and listing on the gem Proposal on the three-year dividend return planning after the company's initial public offering and listing on the gem, proposal on the measures and commitments taken by the company to dilute the immediate return after the company's initial public offering and listing on the gem Proposals related to this offering and listing, such as the proposal on relevant commitments and corresponding restrictive measures of the company's initial public offering and listing on the gem.
After verification, the recommendation institution believes that the issuer has performed the necessary procedures for this securities issuance and complies with the company law, the securities law and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
3、 This securities issuance meets the issuance conditions stipulated in the securities law
In accordance with the relevant provisions of the securities law, the recommendation institution checks the issuance conditions of the issuer's securities issuance item by item, and the explanations are as follows:
(I) the issuer has a sound and well functioning organization
According to the issuer's articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors, working rules of the general manager, working system of independent directors and other internal control systems, as well as the appropriate verification of the sponsor, the issuer has established a legal system including the general meeting of shareholders, the board of directors, the board of supervisors and independent directors
