Zhongtai Securities Co.Ltd(600918)
about
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
of
Issuance recommendation
Sponsor (lead underwriter)
No. 86, Jingqi Road, Shizhong District, Jinan
December, 2021
catalogue
catalogue 1 declare that Section 1 basic information of this securities issuance four
1、 Name of sponsor four
2、 The recommendation representative designated by the recommendation institution and the implementation of the recommendation business four
3、 Information of Project Co sponsors and other project team members designated by the sponsor four
4、 The type of securities issued by the issuer recommended this time five
5、 Basic information of the issuer of this recommendation five
6、 The relationship between the sponsor and the issuer six
7、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation opinions of the sponsor on this securities issuance and listing eleven
1、 Decision making procedures for this securities issuance eleven
2、 This securities issuance complies with the relevant provisions of the securities law thirteen
3、 This securities issuance complies with the relevant provisions of the measures for the administration of securities issuance of listed companies fourteen
4、 This issuance of securities complies with the relevant provisions of the measures for the administration of convertible corporate bonds 19 V. This securities issuance complies with the relevant provisions of the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version) Vi. verification opinions on relevant behaviors such as the recommendation institution and the issuer’s paid employment of third-party institutions and individuals Section 4 main risks of the issuer twenty-three
1、 Industry regulatory policy risks twenty-three
2、 Operational risks twenty-four
3、 Technical risks twenty-seven
4、 Risks of investment projects with raised funds twenty-seven
5、 Risk of convertible bond products 28 Section V evaluation of the development prospect of the issuer thirty-two
1、 The issuer’s industry is facing better development opportunities thirty-two
2、 The issuer has a good market competitive advantage 35 attachments forty-one
statement
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as “sponsor” and ” Zhongtai Securities Co.Ltd(600918) “) accepts the entrustment of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as ” Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) ,” issuer “or” company “) to act as the sponsor of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible corporate bonds (hereinafter referred to as” this offering “) and issue the recommendation letter for this offering.
The recommendation institution and the designated recommendation representative shall comply 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 of listed companies, the measures for the administration of convertible corporate bonds and the measures for the administration of securities issuance and listing recommendation business Standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report and other relevant laws and regulations and the relevant provisions of the CSRC, be honest, trustworthy, diligent and responsible, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated in accordance with the law, and ensure the authenticity of the documents issued Accuracy and completeness. If the documents prepared and issued by the recommendation institution for the issuer’s issuance of convertible corporate bonds have false records, misleading statements or major omissions, which cause losses to investors, the recommendation institution will compensate investors for the losses according to law.
Section 1 basic information of this securities issuance
1、 Name of sponsor
Zhongtai Securities Co.Ltd(600918) 。 2、 The recommendation representative designated by the recommendation institution and the implementation of the recommendation business
Zhongtai Securities Co.Ltd(600918) appoint Guo Qiang and Yang Shengzhi as the sponsor representatives of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible corporate bonds.
Guo Qiang: now the executive general manager of Zhongtai Securities Co.Ltd(600918) investment banking business committee, sponsor representative and certified public accountant. The projects he once led or was responsible for include Xinda securities IPO project, Bank Of Qingdao Co.Ltd(002948) IPO project, China Galaxy Securities Co.Ltd(601881) IPO project, Bank Of Xi’An Co.Ltd(600928) IPO project, Huishang Bank IPO project, Hongbaoli Group Corporation Ltd(002165) non-public offering project (sponsor representative) \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ non-public offering projects, etc.
Yang Shengzhi: Currently, he is the vice president of Zhongtai Securities Co.Ltd(600918) investment banking business committee, the sponsor representative and certified public accountant. He has legal professional qualifications. He has been responsible for or participated in the projects including the IPO project of Bandung pharmaceutical, the IPO project of Aineng spotlight, the restructuring and listing of Yijing shares, the restructuring and listing of zizhao equipment, the merger and reorganization of Longdi shares, etc. 3、 Project Co sponsors and other project team members designated by the sponsor
Zhongtai Securities Co.Ltd(600918) appoint Shengyuan as the project coordinator of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible corporate bonds; Sun Xiaogang, Li Junfeng, Yan Zizhen, pan Yifan and Feng Xiangyu are designated as members of the project team.
The main recommendation business practices of the Project Co sponsors are as follows:
Shengyuan: now the senior project manager of Zhongtai Securities Co.Ltd(600918) investment banking business committee, sponsor representative and certified public accountant. The projects he has been responsible for or participated in include: TEDA selected layer project, zizhao equipment restructuring and listing, Hongtu Xinda new third board listing project, Tianda Xingchen new third board listing project and Buniu electronic new third board listing project. 4、 The type of securities issued by the issuer recommended this time
The type of securities issued by the issuer is public issuance of convertible corporate bonds. 5、 Basic information of the issuer recommended this time
Chinese Name: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
English Name: Shaanxi Panlong Pharmaceutical Group Limited by share Ltd
Stock abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Stock Code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) SZ
Listing place: Shenzhen Stock Exchange
Date of establishment: September 22, 1997
Unified social credit Code: 916100 Shandong Minhe Animal Husbandry Co.Ltd(002234) 72005u
Registered capital: RMB 8667000000
Legal representative: Xie Xiaolin
Registered address: Zhashui Panlong Ecological Industrial Park, Shangluo City, Shaanxi Province
Office address: No. 2801, Baliu Second Road, Baqiao District, Xi’an, Shaanxi Province
Postal Code: 710025
Tel: 029833388888832
Fax No.: 02983592658
Internet website: www.pljt.com com.
Email: [email protected].
Business scope: general items: medical research and experimental development; Sales of sanitary supplies and disposable medical supplies; Sales of disinfectants (excluding hazardous chemicals); Acquisition of Chinese herbal medicine; Sales of class II medical devices; Sales of class I medical devices; Production of class I medical devices; Cosmetics retail (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
Licensed items: Drug Import and export; Technology import and export; Import and export agency; Drug production; Disinfectant production (excluding hazardous chemicals); Production of sanitary products and disposable medical products; Commissioned production of drugs; Import and export of goods; Production of disinfection instruments; Drug retail; Road cargo transportation (excluding dangerous goods); Production of class II medical devices; Production of class III medical devices; Class III medical device business; Cosmetics production; Production of health products (non food); Sales of health care products (non food); Health food production; Sales of health food; Food production; Food business (sales of prepackaged food); Production of formula food for special medical purposes; Sales of formula food for special medical purposes; Food Internet sales (sales of prepackaged food); Food Internet sales (for items 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). (items subject to approval according to law can only be operated after being approved by relevant departments) VI. the relationship between the sponsor and the issuer (I) the shares held by the sponsor or its controlling shareholders, actual controllers and important related parties in the issuer or its controlling shareholders, actual controllers and important related parties
After verification, as of June 30, 2021, the sponsor or its controlling shareholder, actual controller and important related party did not hold the shares of the issuer or its controlling shareholder, actual controller and important related party. (II) 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
It is verified that as of June 30, 2021, the issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of Zhongtai Securities Co.Ltd(600918) or its controlling shareholders, actual controllers and important related parties. (III) the rights and interests of the issuer owned by the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution, and their positions in the issuer
It is verified that as of June 30, 2021, the recommendation representative designated by the recommendation institution and his / her spouse, Zhongtai Securities Co.Ltd(600918) directors, supervisors and senior managers do not have any circumstances that may affect the fair performance of the recommendation duties, such as owning the interests of the issuer and holding a post in the issuer. (IV) mutual guarantee or financing provided by 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
After verification, as of June 30, 2021, there was no mutual guarantee or financing between 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.
(V) other related relationships between the recommendation institution and the issuer
After verification, as of June 30, 2021, there is no other related relationship between the recommendation institution and the issuer that may affect the recommendation institution’s fair performance of recommendation duties. 7、 Internal audit procedures and core opinions of the recommendation institution (I) internal audit procedures implemented by the core team on the issuer’s application documents
In accordance with the relevant requirements of laws and regulations such as the securities law, the measures for the administration of securities issuance and listing recommendation business, and the guidelines for the internal control of investment banking business of securities companies, Zhongtai Securities Co.Ltd(600918) the core procedures for this issuance project include project initiation, review by the quality control Department of the Investment Banking Commission (hereinafter referred to as the “quality control department of the investment banking commission”) The audit of the securities issuance audit department and the audit of the core team.
1. Project initiation procedure
Zhongtai Securities Co.Ltd(600918) after preliminary due diligence on the issuer, on March 15, 2021, Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering convertible corporate bonds project team (hereinafter referred to as “project team”) filled in the project initiation application form, submitted the project initiation application report and applied for project initiation; On March 24, 2021, Zhongtai Securities Co.Ltd(600918) project initiation meeting approved the project initiation.
2. Review and acceptance of kernel application and quality control department
On April 23, 2021, the project team submitted an application for approval to the sponsor. The quality control department of the investment banking commission appointed auditors Yu Xiqing, Zhang Liyan and Jiang Meiqi to form an audit team from April 23 to May 6, 2021 to conduct the initial audit and acceptance of the due diligence working paper of the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds project. The project team improved and supplemented the working paper according to the audit opinions, The reviewers of the quality control department reviewed and accepted the improved working paper again from May 7 to May 24. The auditors of the quality control department of the investment banking commission also reviewed the quality of the application documents, the completeness of the materials and the compliance of the issuer, and fully communicated with the project team (including the sponsor representative and the Project Co sponsor). The project team revised and improved the full set of application materials according to the audit opinions of the quality control department of the investment banking commission. After examination, the quality control department of the Investment Banking Commission issued the quality control report of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public issuance of convertible corporate bonds project (QC Unit No. 18, 2021) on May 24, 2021.
From July 21 to July 28, 2021, the quality control department of the investment bank commission reviewed the full set of application materials replied by the feedback, and the project team modified and improved the full set of application materials according to the review opinions of the quality control department of the investment bank commission.
From August 31, 2021 to September 3, 2021, the quality control department of the investment bank commission reviewed the reply to the notification letter and the full set of supplementary application materials for the 2021 semi annual report. The project team modified and improved the full set of application materials according to the review opinions of the quality control department of the investment bank commission.
From October 14, 2021 to October 15, 2021, the quality control department of the investment banking commission reviewed the application materials of the sealed draft.
From November 29, 2021 to November 30, 2021, the quality control department of the investment banking commission reviewed the application materials for post meeting matters.
3. Audit procedure of securities issuance department
Zhongtai Securities Co.Ltd(600918) the relevant auditors of the securities issuance audit department reviewed the project. The audit team conducted a written examination of the issuer’s application documents for this issuance from May 25 to June 2, 2021. After examination, the securities issuance audit department
