Shanghai Rendu Biotechnology Co., Ltd
List of appendices to the prospectus
(I) issuance recommendation letter 2 (II) financial statements and audit reports 45 (III) review reports and financial statements 233 (IV) internal control assurance report 364 (V) detailed statement of non recurring profit and loss verified by Certified Public Accountants 382 (VI) legal opinion 393 (VII) lawyer work report 614 (VIII) articles of association of the issuer (Draft) 798 (IX) documents approved by the CSRC for the registration of the issuer’s public offering eight hundred and forty-seven
about
Shanghai Rendu Biotechnology Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Issuance recommendation
Sponsor
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
Letter of recommendation for issuance of Shanghai Rendu Biotechnology Co., Ltd
catalogue
catalogue 1. Basic information of this securities issuance two
(I) name of recommendation institution two
(II) the sponsor representative specifically responsible for this recommendation two
(III) Project Co sponsors and other project team members three
(IV) basic information of the issuer three
(V) the relationship between the institution and the issuer three
(VI) internal audit procedures and opinions of the organization 5 II. Commitments of the recommendation institution 6 III. recommendation opinions of this institution on this securities issuance seven
(I) the recommendation conclusion of this institution on this securities issuance seven
(II) the decision-making procedures performed by the issuer for this securities issuance seven
(III) this securities issuance meets the issuance conditions stipulated in the securities law eight
(IV) the securities issuance meets the issuance conditions stipulated in the registration management measures 9 (V) verification of commitments and binding measures made by the issuer, its controlling shareholders and other responsible subjects
Check opinions (VI) on the issuer’s implementation of the provisions on initial public offering and refinancing, major asset restructuring and diluted immediate return
Guidance on relevant matters and verification opinions on relevant matters thirteen
(VII) verification opinions on the registration and filing of shareholders of the issuer’s private investment fund 15 (VIII) verification of the issuer’s main financial information and operating conditions after the audit deadline of the financial report
Situation and conclusion 18 (IX) verification on the behavior of the recommendation institution and the issuer to hire a third party for this securities issuance
See nineteen
(x) main risks of the issuer twenty
（11） Brief evaluation of the development prospect of the issuer thirty-three
Letter of recommendation for issuance of Shanghai Rendu Biotechnology Co., Ltd
About Shanghai Rendu Biotechnology Co., Ltd
Letter of recommendation for initial public offering and listing on the science and Innovation Board China Securities Regulatory Commission and Shanghai Stock Exchange:
Shanghai Rendu Biotechnology Co., Ltd. (hereinafter referred to as “Rendu biotechnology”, “issuer” or “company”) intends to apply for initial public offering and listing on the science and Innovation Board (hereinafter referred to as “this securities offering” or “this offering”), And has hired China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) as the sponsor of the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “sponsor” or “this institution”).
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 administrative measures for the registration of initial public offering shares on the science and innovation board (for Trial Implementation) (hereinafter referred to as the “administrative measures for registration”) The Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as “the Listing Rules of science and Innovation Board”), the measures for the administration of securities issuance and listing recommendation business and other laws and regulations, as well as the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), China International Capital Corporation Limited(601995) and its recommendation representatives are honest and 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 this issuance recommendation letter.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Shanghai Rendu Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (Registration draft). 1、 Basic information of this securities issuance (I) name of sponsor
China International Capital Corporation Limited(601995) 。 (II) specific sponsor representative responsible for this recommendation
Fan Yukun: obtained the qualification of sponsor representative in 2018, and was responsible for or participated in the initial public offering and listing project of Shanghai Roman Lighting Co., Ltd. and the initial public offering of Chengdu Purui ophthalmic hospital Co., Ltd
Letter of recommendation for issuance of Shanghai Rendu Biotechnology Co., Ltd
Public offering and listing of projects, Shanghai Aj Group Co.Ltd(600643) non-public offering projects, Nanjing Archermind Technology (Nanjing) Co.Ltd(300598) Limited by Share Ltd non-public offering projects, Shanghai Yu Garden shopping mall (Group) Limited by Share Ltd issued shares to buy assets, Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) assets purchase, Shanghai Electric Group Company Limited(601727) issue shares to buy assets and other projects. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Wei Dejun: obtained the qualification of sponsor representative in 2010, and served as Hangzhou Tigermed Consulting Co.Ltd(300347) IPO and listing project, Csd Water Service Co.Ltd(603903) IPO and listing project, Tellgen Corporation(300642) IPO and listing project, Nanjing Chervon Auto Precision Technology Co.Ltd(603982) IPO and listing project Meter Instruments Co.Ltd(301006) the sponsor representatives of the projects such as initial public offering and listing on the gem strictly abide by the measures for the administration of securities issuance and listing and other relevant provisions in the practice of the sponsor business, and have a good practice record.
(III) Project Co sponsors and other project team members
Project Co organizer: Yang Wei, who obtained the securities qualification in 2016.
Other members of the project team: Yang Xu, Liu Yichen and Lin Siying. (IV) basic information of the issuer
Company name: Shanghai Rendu Biotechnology Co., Ltd
Registered address: No. B, building 15, No. 528 Ruiqing Road, East District, Shanghai Zhangjiang Hi-Tech Park Development Co.Ltd(600895) Technology Park, Shanghai
Registration date: June 13, 2007 (changed into a joint stock limited company on October 21, 2020)
Contact: 02150720069
Licensed items: operation of class III medical devices; Production of class III medical devices. (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 documents or licenses of relevant departments) general items: molecular testing reagents, immune testing reagents, biochemical reagents, chemical reagents Original business scope of Medicine: research and development of auxiliary materials (excluding drugs and dangerous goods); R & D, production and sales of in vitro diagnostic reagents and medical devices; Wholesale, import and export of scientific research reagent products and medical device products; Technical consultation, technical services and technology transfer of medical science and technology and biotechnology. (except for the development and application of human stem cells and gene diagnosis and treatment technology). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Type of securities issuance: initial public offering of A-Shares and listing on the science and Innovation Board
(V) relationship between the institution and the issuer
1. After the equity penetration layer by layer, the institution holds the issuer indirectly through the issuer’s shareholder Wenzhou Huagai
Letter of recommendation for issuance of Shanghai Rendu Biotechnology Co., Ltd
In the case of shares, the institution indirectly holds less than 1 share of the issuer. The institution itself and its subsidiaries do not directly hold shares of the issuer or its controlling shareholders, actual controllers or important related parties. The institution will participate in the strategic placement of this offering in accordance with the relevant provisions of the Shanghai Stock Exchange, and will further clarify the specific plan for participating in the strategic placement of this offering as required, and submit relevant documents to the Shanghai Stock Exchange in accordance with the provisions.
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the institution and its subsidiaries.
3. The sponsor representative and his / her spouse, directors, supervisors and senior managers of the 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 of China International Capital Corporation Limited(601995) is Central Huijin Investment Co., Ltd. (hereinafter referred to as “Central Huijin” or “superior shareholder unit”). As of December 31, 2020, Central Huijin directly held about 40.11% of the equity of China International Capital Corporation Limited(601995) and its subsidiaries, China Construction Bank Investment Co., Ltd., China Construction Investment Co., Ltd China Investment Consulting Co., Ltd. holds China International Capital Corporation Limited(601995) about 0.02% equity respectively. Central Huijin is a wholly-owned subsidiary of China Investment Corporation Limited. According to the authorization of the State Council, Central Huijin makes equity investment in key state-owned financial enterprises, exercises the rights and obligations of investors in key state-owned financial enterprises on behalf of the state in accordance with the law, so as to maintain and increase the value of state-owned financial assets. Central Huijin does not carry out any other commercial business activities and does not interfere with the daily business activities of key state-owned financial enterprises controlled by it. Haier Group (Qingdao) Financial Holding Co., Ltd. is a shareholder holding more than China International Capital Corporation Limited(601995) 5% equity. According to the information and public information provided by the issuer, the shareholders of the issuer, Suzhou Qiming and Wenzhou Huagai, penetrate upward layer by layer, and there are small holdings of Central Huijin and Haier Group (Qingdao) Financial Holding Co., Ltd. In addition to the above circumstances, China International Capital Corporation Limited(601995) superior shareholder units and the issuer or its controlling shareholders, actual controllers and important related parties do not have cross shareholding, and China International Capital Corporation Limited(601995) superior shareholder units and the issuer’s controlling shareholders, actual controllers and important related parties do not provide mutual guarantee or financing.
5. There is no other related relationship between the institution and the issuer.
The institution performs its recommendation duties independently and impartially in accordance with relevant laws and regulations and the articles of association.
Letter of recommendation for issuance of Shanghai Rendu Biotechnology Co., Ltd
(VI) internal audit procedures and opinions of the institution
1. Internal audit procedure
According to the measures for the administration of securities issuance and listing recommendation business and China International Capital Corporation Limited(601995) quality control and core system, the project implementation and quality control committee shall establish a corresponding quality control team after the project is approved, and the quality control team shall manage and control the project risk in the process; The core department establishes a core working group, which is jointly responsible for the implementation of the core work with the core Committee, carries out export management and terminal risk control of the project in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company.
The internal audit procedures of the organization are as follows:
(1) Project approval
When the project team applies for project initiation, the project implementation and quality control committee provides project initiation review opinions on the project initiation application from the perspective of project implementation risk, and the core department provides project initiation review opinions from the perspective of project key risks. (2) Review at the coaching stage
During the counseling period, the project team shall report the progress of counseling to the quality control team and the core working group. The counseling filing application, counseling report, counseling acceptance application and other documents submitted by the project team to the dispatched office of the CSRC shall be submitted to the quality control team and the core working group, which can be submitted to the outside after being reviewed and approved by the quality control team and confirmed by the core working group. Before the implementation of key verification work, the project team shall discuss the specific verification plan with the quality control team and obtain the confirmation of the quality control team; In case of major adjustment of the verification plan due to major events in the subsequent actual verification process, it shall also communicate with the quality control team in time. If there are key issues to be discussed, the project team can hold a special meeting with the quality control group and the core working group for discussion.
(3) Review at the declaration stage
The project team shall submit the application materials to the quality control group and the kernel working group according to relevant regulations, and the quality control group shall review the application materials, due diligence and working papers
