Guotai Junan Securities Co.Ltd(601211)
about
Guangdong taienkang Pharmaceutical Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
January, 2002
Guotai Junan Securities Co.Ltd(601211)
About Guangdong taienkang Pharmaceutical Co., Ltd
Shenzhen Stock Exchange:
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "sponsor" " Guotai Junan Securities Co.Ltd(601211) securities") accepted the entrustment of Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as "issuer", "taienkang" company ") to act as the sponsor of taienkang's initial public offering of shares and listing on the gem.
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 the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation business"), the standards for the content and format of information disclosure by companies issuing securities No. 27 - issuance recommendation letter and issuance recommendation work report, and the examination rules for the issuance and listing of GEM stocks of Shenzhen Stock Exchange, The recommendation institution and the recommendation representative shall, in the professional spirit of honesty, trustworthiness and diligence, issue this issuance recommendation letter in strict accordance with the business rules, industrial professional norms and ethical standards formulated in accordance with the law, and ensure the authenticity, accuracy and integrity of the issuance recommendation letter. Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Guangdong taienkang Pharmaceutical Co., Ltd. for initial public offering and listing on GEM.
Section 1 basic information of this securities issuance
1、 Members of the project team of the sponsor responsible for this offering
(I) basic information of the sponsor representative of this securities issuance
Guotai Junan Securities Co.Ltd(601211) securities designated Liu Xiangmao and Xu Zhenyu as the sponsor representatives of the project of taienkang's initial public offering and listing on the gem.
Mr. Liu Xiangmao, male, sponsor representative, is currently the executive director of Guotai Junan Securities Co.Ltd(601211) securities investment banking department. Since engaging in investment banking business, since engaging in investment banking business, the main participants in the investment banking business since the beginning of the investment banking business, since the investment banking business has been a major part of the investment banking business that has been a part of the Union Optech Co.Ltd(300691) \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ convertible bond project and Dayu Water-Saving Group Co.Ltd(300021) convertible bond project. In the process of recommendation and continuous supervision of the above projects, Liu Xiangmao strictly abided by the relevant provisions of the measures for the administration of recommendation business and had a good practice record.
Mr. Xu Zhenyu, male, sponsor representative, is currently the business director of Guotai Junan Securities Co.Ltd(601211) securities investment banking department. Since engaging in investment banking business, he has mainly participated in major asset restructuring projects of Guangxi Guitang (Group) Co., Ltd. Hubei Guangji Pharmaceutical Co.Ltd(000952) non-public offering projects, Biem.L.Fdlkk Garment Co.Ltd(002832) convertible bond projects and Dayu Water-Saving Group Co.Ltd(300021) convertible bond projects. In the process of recommendation and continuous supervision of the above projects, Xu Zhenyu strictly abided by the relevant provisions of the measures for the administration of recommendation business and had a good practice record.
(II) Project Co sponsor in charge of this issuance
Yang Haoyue, male, director of Guotai Junan Securities Co.Ltd(601211) securities investment banking department, master of law, successively participated in Shengyuan Environmental Protection Co.Ltd(300867) IPO project, Litong Technology Co., Ltd. IPO project, Dbg Technology Co.Ltd(300735) non-public offering project, etc. Yang Haoyue strictly abides by the measures for the administration of recommendation business and other relevant regulations in the practice of recommendation business, and has a good practice record.
(III) basic information of other project team members
Other members of the project team: Wang anding, Wang Ning, fan Xinping, Li Huiqi, Wei Zijie and Liu Zhiwen.
2、 Basic information of the issuer
Guangdong taienkang Pharmaceutical Co., Ltd
English Name: Guangdong taienkang Pharmaceutical Co., Ltd
Date of establishment: January 22, 1999
Legal representative: Zheng Hanjie
The registered capital is 177287500 yuan
Paid in capital: 177287500 yuan
Registered address: building a, No. 8 Wanji south 2nd Street, Taishan North Road, Longhu District, Shantou
Postal Code: 515041
Tel: 075488847515
Fax: 075488847519
website http://www.tai-kang.com.cn.
E-mail [email protected].
Pharmaceutical trading; Food sales; Operation of medical devices; Sales: disinfection supplies, daily necessities, business scope cosmetics; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 Description of the relationship between the sponsor and the issuer
(I) the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the recommendation representative, spouse, directors, supervisors and senior managers of the recommendation institution do not own the 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;
(IV) 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 do not provide guarantee or financing to each other;
(V) there is no other related relationship between the recommendation institution and the issuer.
4、 Internal audit procedures and core opinions of the recommendation institution
In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of recommendation business and the requirements of the guidelines on internal control of investment banking business of securities companies, Guotai Junan Securities Co.Ltd(601211) securities has formulated and improved the due diligence and internal control of securities issuance and listing, such as the administrative measures for internal control of investment banking business, the administrative measures for project approval and review of investment banking business, the administrative measures for core of investment banking business, the administrative measures for due diligence of investment banking business and the administrative measures for investment banking business projects The internal verification system has established and improved the internal audit system of project initiation, due diligence and core, and carried out project audit in accordance with the specified process.
(I) internal audit procedure
Guotai Junan Securities Co.Ltd(601211) securities has set up the core Committee as the non established core organization of investment banking business, and the core risk control department as the permanent core organization of investment banking business to perform the core deliberation and decision-making responsibilities of investment banking business, independently study and judge the risks of investment banking business and express opinions.
The core risk control department carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the audit decision-making responsibilities of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties through the core meeting, makes independent research and judgment on the risks of investment banking business and gives opinions, and decides whether to submit, submit and issue the application documents for securities issuance and listing to the securities regulatory authority.
According to the regulations of Guotai Junan Securities Co.Ltd(601211) securities on the core management of investment banking business, the company's core committee is composed of senior personnel from the core risk control department, investment bank quality control department, legal compliance department and other departments, as well as external experts (mainly for equity projects). The number of kernel members participating in the deliberation of the kernel meeting shall not be less than 7. The kernel members shall exercise their voting rights independently, and the resolution approving the submission, submission, issuance or disclosure of materials and documents shall be voted by at least 2 / 3 of the kernel members participating in the meeting. In addition, the voting results of the core meeting are valid for six months Guotai Junan Securities Co.Ltd(601211) securities kernel program is as follows:
(1) Core application: the project team applies for the project core through the company's core system, and submits relevant application materials and verification documents reviewed by the quality control department of the investment bank at the same time;
(2) Submit quality control report: the chief auditor of the quality control department of the investment bank submits the quality control report;
(3) Kernel acceptance: the kernel risk control department shall assign a special person to conduct the preliminary review of the kernel application materials. If the acceptance conditions are met, arrange the kernel meeting and kernel committee members;
(4) Hold a core meeting: on the basis of careful study and judgment of project documents and materials, and in combination with the project quality control report, all core members focus on whether the review project and information disclosure content meet the relevant requirements of laws and regulations, normative documents and self-discipline rules, and independently express audit opinions;
(5) Implement the core review opinions: the core risk control department summarizes the opinions of the core members and tracks the implementation, reply and supplement of the project team;
(6) Voting: according to the deliberation and discussion of the kernel meeting, the quality control process of the quality control department of the investment bank and the reply and implementation of the project team to the kernel deliberation opinions, the kernel members shall vote independently. (II) core comments
In accordance with the provisions of relevant laws, regulations and normative documents and the requirements of the administrative measures for the core of investment banking business of the sponsor, the core Committee of the sponsor examined the issuer's application for securities issuance and listing in accordance with the prescribed procedures.
On October 13, 2020, the sponsor held the core meeting of the project by on-site and telephone. On the basis of careful study and judgment of the project application documents and materials, and in combination with the quality control report issued by the quality control department of the investment bank, each core member focused on whether the review project and information disclosure content met the relevant requirements of laws and regulations, normative documents and self-discipline rules, and fully discussed and judged the risks and doubtful issues listed in the quality control report, On the basis of full deliberation, all core members independently and fully expressed their audit opinions and voted independently after the meeting.
According to the voting results of the core committee members, the sponsor believes that the initial public offering and listing of tynkon on the gem comply with the legal conditions for the issuance and listing of shares in laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of registration, the measures for the administration of sponsor business and so on. The core Committee of the sponsor agreed to submit the application documents for the initial public offering and listing of taienkang to Shenzhen stock exchange for review.
Section 2 commitments of the recommendation institution
1、 General commitment of the recommendation institution to the issuance
The sponsor 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. According to the entrustment of the issuer, the recommendation institution has organized and prepared the application documents for this issuance, agreed to recommend the issuer for this public offering and listing, and issued the recommendation letter for this issuance accordingly.
2、 Item by item commitment of the recommendation institution to the recommendation of this issuance
The recommendation institution has conducted full due diligence on the issuer in accordance with the relevant provisions of the CSRC, and made the following commitments in accordance with Article 26 of the measures for the administration of recommendation business:
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC 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 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.
6. Ensure that there are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of the 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 industry norms.
8. Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of recommendation business.
9. Other matters prescribed by the CSRC.
3、 Special commitment of the recommendation institution and the recommendation representative
(I) there is no other related relationship to be disclosed between the recommendation institution and the issuer;
(II) the recommendation institution and the recommendation representative responsible for the recommendation of this securities issuance have not sought any illegitimate interests through the recommendation business of this securities issuance;
(III) the recommendation representative responsible for the recommendation of this securities issuance and his spouse do not hold the shares of the issuer in any name or way.
Section III recommendation on this securities issuance
1、 Recommendation conclusion of the sponsor on this offering
Guotai Junan Securities Co.Ltd(601211) securities, as the sponsor of tynkon's initial public offering of shares and listing on the gem, has conducted due diligence and Prudential examination on the issuer in accordance with the provisions of the company law, the securities law, the measures for the administration of registration, the measures for the administration of recommendation business and other laws and regulations.
The recommendation institution has judged whether the issuer meets the conditions for securities issuance and listing and other relevant regulations, prompted the main problems and risks of the issuer, evaluated the development prospect of the issuer, and
