Guotai Junan Securities Co.Ltd(601211)
about
Guangdong taienkang Pharmaceutical Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance and recommendation work report
Sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
October, 2001
Statement
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "the company's sponsor" " Guotai Junan Securities Co.Ltd(601211) securities") accepted the entrustment of Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as "the issuer", "the company" and "taienkang") to act as the sponsor of its initial public offering of shares and listing on the gem (hereinafter referred to as "the project"), Liu Xiangmao and Xu Zhenyu are designated as the recommendation representatives specifically responsible for the recommendation, and the issuance recommendation work report of the project is hereby issued to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") as the auxiliary document of the issuance recommendation letter.
Guotai Junan Securities Co.Ltd(601211) securities and its designated sponsor representatives in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") Relevant laws, regulations and rules, such as 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") and the measures for the administration of the recommendation business of securities issuance and listing (hereinafter referred to as the "measures for the administration of the recommendation business"), follow the principles of honesty, trustworthiness and diligence, and strictly follow the business rules formulated according to law The industry code of practice and code of ethics shall issue the recommendation work report of this issuance, and ensure the authenticity, accuracy and integrity of the contents of the documents issued.
Unless otherwise specified in this offering recommendation report, relevant terms have the same meaning as in the prospectus of Guangdong taienkang Pharmaceutical Co., Ltd. for initial public offering and listing on GEM. There are differences in the mantissa between the sum of some total numbers and each addend directly added in this issuance recommendation work report, or there are differences in the mantissa between some proportion indicators and the results of direct calculation of relevant values. These differences are caused by rounding.
catalogue
Declare that 1 catalog Section 1 project operation process four
1、 Project review process of the sponsor four
2、 The main process of the project approval of this securities issuance project six
3、 Main process of project implementation seven
4、 The main process of the kernel of this project Section 10 existing problems and solutions of the project eleven
1、 Comments of the initial project review committee and description of the review eleven
2、 Main problems found in due diligence and solutions twelve
3、 Issues concerned by the sponsor underwriting project review committee, review opinions and Implementation twenty-four
4、 Main issues discussed at the meeting of the nuclear Committee, audit opinions and Implementation thirty-nine
5、 Description of verification of professional opinions of securities service institutions fifty
6、 Description of other special verification of the recommendation institution Section III verification opinions on the issuer's concerns related to the audit of gem issuance and listing 55 I. whether the issuer has been involved in the management of state-owned assets, collective assets and foreign investment since its establishment fifty-five
2、 Whether there is a cancelled or executing gambling agreement at the time of the issuer's declaration fifty-eight
3、 Has there ever been any defect or dispute in the previous equity change process since the establishment of the issuer fifty-nine
4、 Whether the issuer has overseas listing / listing on the new third board V. if the issuer is a company listed or delisted on the new third board or an H-share company, is there a secondary market
New shareholders arising from the transaction sixty-one
6、 Whether the issuer transfers or cancels its subsidiaries during the reporting period sixty-two
7、 Whether the directors and senior managers of the issuer have changed in the last two years sixty-three
8、 Whether there are private equity fund shareholders when the issuer reports 65 IX. whether there are contractual funds, trust plans and
Asset management plan and other "three types of shareholders" sixty-six
10、 More than 200 shareholders sixty-nine
11、 Whether the issuer has any new shareholders in the year before the declaration seventy
12、 Whether the issuer has any unpaid social insurance and housing accumulation fund during the reporting period seventy-three
13、 Pollutants and treatment capacity seventy-six
14、 Industry situation and main laws, regulations and policies seventy-seven
15、 Selection of comparable companies in the same industry seventy-eight
16、 Main customers of the issuer eighty
17、 Main suppliers of the issuer 85 XVIII. Whether there are trademarks, invention patents and franchises that have an important impact on the production and operation of the issuer
Intangible assets such as franchise and non patented technology 93 XIX. Whether the issuer and its subsidiaries at all levels within the scope of consolidated statements have any violations of laws and regulations during the reporting period
...... ninety-three
20、 Related parties and related transactions ninety-four
21、 Significant accounting policies ninety-eight
22、 Changes in accounting policies, accounting estimates or correction of accounting errors one hundred and three
23、 Income one hundred and nine
24、 Cost one hundred and eighteen
25、 Gross profit margin one hundred and twenty
26、 Tax incentives one hundred and twenty-two
27、 Receivables one hundred and twenty-three
28、 Inventory one hundred and twenty-eight
29、 Fixed assets one hundred and thirty-one
30、 Development expenditure one hundred and thirty-two
31、 Cash flow statement one hundred and thirty-four
32、 Whether the issuer's prospectus discloses the investment direction of the raised funds 136 33. Whether there are any contracts that have been performed or are being performed that have significant impact during the reporting period of the issuer
...... one hundred and thirty-seven
Section I project operation process
1、 Project review process of sponsor
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) project approval
Guotai Junan Securities Co.Ltd(601211) Securities Investment Banking Division has set up a project initiation Review Committee to review the securities issuance recommendation projects through the project initiation review meeting.
The project initiation committee is composed of auditors from the quality control department of Guotai Junan Securities Co.Ltd(601211) securities investment bank, senior business backbones from the business department and the capital market department, and the head of the investment bank business department is the director of the project initiation Review Committee.
According to the different risk characteristics of various businesses and the overall scale of investment banking business, all project members are divided into several groups, focusing on the project review of equity business, creditor's rights business and non listed public company business respectively. Each project initiation team shall be composed of at least 5 members, including no less than one-third from the internal control department of the investment bank.
The results of the project review meeting are divided into project approval, project suspension and project rejection. The resolution adopted for project initiation shall be voted by at least two-thirds of the project initiation members.
According to the project type, stage and sponsor risk degree, the number of project initiation required for each project is also different. IPO projects and listing projects are divided into two projects; According to the complexity of the project, the quality control department of the investment bank shall decide whether to set up the project twice; Other types of projects are one-time project initiation.
The project initiation review meeting shall be conducted according to the following procedures:
The project review meeting shall be presided over by the chief reviewer, and the personnel of the quality control department of the same group shall participate in the meeting.
First, the project team introduces the basic situation of the project and the main problems, risks and solutions found in the due diligence, and introduces in detail the due diligence process, the due diligence methods adopted, the working papers obtained, the demonstration process of the solutions, etc;
Secondly, the chief auditor of the quality control department of the investment bank shall report the review opinions of the quality control department of the investment bank to the meeting;
Thirdly, according to the project application materials, the introduction of the project team and the report of the chief reviewer, the project initiation members participating in the meeting express their review opinions one by one;
Then, the members participating in the meeting and the personnel of the quality control department of the investment bank will discuss and ask questions;
Finally, the project team will give an oral reply to the review opinions and questions of the members and the quality control department of the investment bank, and then submit a written reply after the meeting. Members shall vote according to the discussion of the project initiation meeting and the reply of the project team. No formal business contract shall be signed with the issuer for projects that have not been approved; Projects that need to be approved by underwriting shall not apply for core review without passing the approval of underwriting.
(II) kernel
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.
2、 The main process of project approval of this securities issuance project
(I) initial project establishment
On May 5, 2020, taienkang, the sponsor, made an initial public offering and listing of shares. The project team submitted the project initiation report and other initial initiation application documents to the project initiation Review Committee and put forward the initial initiation application.
On May 11, 2020, the project approval Review Committee of the sponsor held a meeting to consider the initial project approval application of tynkon's initial public offering and listing project. The project team listened to the introduction of the project team and the meeting of the issuer. The members and non voting participants put forward relevant questions about the issuer and the project, and the project team answered them one by one.
After the project review, all 8 members attending the meeting agreed to the project, and the initial project review was passed.
(II) underwriting project
On August 23, 2020, the project team of the sponsor taienkang initial public offering and listing submitted relevant documents to the project approval committee and put forward the application for project approval of sponsor underwriting.
On August 27, 2020, after the project team put forward the project approval application for sponsor underwriting, the project approval committee held a meeting to consider the above project approval application for sponsor underwriting.
The sponsor underwriting project initiation meeting adopts the method of on-site meeting. All 8 members attending the meeting agreed to the project, and the sponsor underwriting project review was passed.
3、 Main process of project implementation
(I) personnel composition of the project team
Sponsor representatives: Liu Xiangmao, Xu Zhenyu
Project Co organizer: Yang Haoyue
Project team members Wang anding, Wang Ning, fan Xinping, Li Huiqi, Wei Zijie and Liu Zhiwen
(II) mobilization time of project team
During the implementation of the project, the mobilization time of the project team at each stage is as follows:
Phase time
Preliminary due diligence phase December 2019
Comprehensive due diligence and counseling stage
