Rongchang biopharmaceutical (Yantai) Co., Ltd
Initial public offering and listing on the science and Innovation Board
Appendix to prospectus
Serial number document name page number
1 issuance recommendation letter 1-52
2 financial statements and audit reports 53-243
Between the base date of the issuer's audit report and the signing date of the prospectus
3 244414 related financial statements and review reports
4 internal control assurance report 415446
5 detailed statement of non recurring gains and losses verified by certified public accountants 447457
6 legal opinion 458845
7 lawyer work report 8461149
8. Articles of association of the issuer (Draft) 11501224
Approval of the initial public offering of Rongchang biopharmaceutical (Yantai) Co., Ltd
9 12251226 reply to registration of issuing shares
Huatai United Securities Co., Ltd
about
Rongchang biopharmaceutical (Yantai) Co., Ltd
Initial public offering and listing on the science and Innovation Board
Issuance recommendation
Sponsor (lead underwriter)
Address: 401, building B7, Qianhai Shenzhen Hong Kong fund Town, No. 128, guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
catalogue
catalogue Section 1 basic information of this securities issuance four
1、 Introduction to the staff of the recommendation institution four
2、 Basic information of the issuer 4 III. interests and main business relationship between the recommendation institution and its related parties and the issuer and its related parties
To explain five
4、 Kernel Overview Section 2 commitment of the sponsor 9 Section III recommendations for this securities offering ten
1、 Recommendation conclusion ten
2、 Description of relevant decision-making procedures for this securities issuance ten
3、 Explanation that this securities issuance meets the issuance conditions stipulated in the securities law IV. The securities issuance complies with the measures for the administration of registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation)
Description of the prescribed conditions of issue V. the securities issuance complies with the provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board
Description of conditions 16 VI. special inspection on the 2012 annual financial report of initial public offering companies
Special instructions on the verification of the matters listed in the notice of the State Council of the people's Republic of China eighteen
7、 Verification opinions on the public offering of shares by shareholders of the company twenty-two
8、 Verification opinions on commitments IX. on whether there are private investment funds among the shareholders of the issuer and whether the filing procedures are performed in accordance with the provisions
Verification opinion 23 X. on the rationality of dilution of immediate return, measures to fill in immediate return and relevant commitment subjects
Verification opinions on commitments 26 Xi. On strengthening the risk prevention of securities companies engaging third parties in investment banking business
Fan's verification opinion twenty-six
12、 Verification opinions on share locking 27 3-1-2-1
13、 Verification conclusion on special voting shares 27 XIV. Verification conclusion on the financial and operating conditions after the audit deadline of the financial report 28 XV. Main risk tips of the issuer 28 XVI. Evaluation on the development prospect of the issuer 45 Annex 1: 48 Annex 2: 51 3-1-2-2
Huatai United Securities Co., Ltd
About Rongchang biopharmaceutical (Yantai) 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:
Rongchang biopharmaceutical (Yantai) Co., Ltd. (hereinafter referred to as the "issuer", "company", "joint stock company" and "Rongchang biopharmaceutical") applies for initial public offering in China and listing on the science and innovation board in accordance with the company law, the securities law and the administrative measures for the registration of initial public offering shares on the science and Innovation Board (Trial) (hereinafter referred to as the "administrative measures") The issuance application documents have been submitted in accordance with the relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules"). Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as the sponsor of its application for initial public offering and listing on the science and innovation board, Wu Xiaowu and Gao Yuan as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for it.
The sponsor Huatai United Securities and the sponsor representative Wu Xiaowu and Gao Yuan promise that the sponsor and the sponsor representative are honest, trustworthy, diligent and responsible in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and the Shanghai Stock Exchange, and in strict accordance with the business rules formulated according to law The industry code of practice and code of ethics shall issue this issuance recommendation letter, and ensure the authenticity, accuracy and integrity of the documents issued.
Unless otherwise specified, the abbreviations or terms in this offering recommendation letter have the same meanings as those in the prospectus.
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Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
(I) sponsor representative
The sponsor representatives responsible for the recommendation are Wu Xiaowu and Gao Yuan. The practice of its recommendation business is as follows:
Wu Xiaowu: Vice President of Huatai United Securities Investment Banking Department, sponsor representative and certified public accountant. Participated in and completed Streamax Technology Co.Ltd(002970) IPO project.
Gao Yuan: Managing Director and sponsor representative of Huatai United Securities Investment Banking Department. The projects that have hosted and participated in include the following: the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Jiangsu Yoke Technology Co.Ltd(002409) IPO project, Hunan Goke Microelectronics Co.Ltd(300672) IPO project Dozens of enterprises such as Jiangsu new energy development company's listing on the new third board have been engaged in capital operations such as financing, mergers and acquisitions.
(II) Project Co sponsor
Liang Fangyuan, the co organizer of the IPO of Rongchang biology, is currently the vice president of Huatai United Securities Investment Banking Department. He has mainly participated in Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) science and Innovation Board IPO, Aier Eye Hospital Group Co.Ltd(300015) major asset restructuring, Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) A-share IPO, Changjiang Runfa industry M & a, Aier Eye Hospital Group Co.Ltd(300015) non-public offering and other projects.
(III) other project team members
Other members of the project team who participated in the recommendation of the IPO of Rongchang biology also include Liao Yixing, Zheng Wenfeng, Tang Tianyang, Xu Yanwei and he Xinyu.
2、 Basic information of the issuer
1. Company name: Rongchang biopharmaceutical (Yantai) Co., Ltd
2. Registered address: No. 58, Beijing Middle Road, Yantai Development Zone, Yantai area, China (Shandong) pilot Free Trade Zone
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3. Date of establishment of the limited company: July 4, 2008
4. Date of establishment of the joint stock company: May 12, 2020
5. Registered capital: 489836702 yuan
6. Legal representative: Wang Weidong
7. Contact: 05356113511
8. Business scope: R & D, production and sales of pharmaceutical products and diagnostic reagent products, as well as technical services and technology transfer related to the above products and their R & D, as well as the import and export of goods or technologies (except the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
9. Type of securities issuance: domestic listed RMB ordinary shares (A shares)
3、 Description of the interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
Huatai United Securities confirmed after self inspection that as of the issuance date of this issuance recommendation:
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties or by participating in the strategic placement of this offering:
Nanjing Huatai dahealth No. 1 equity investment partnership (limited partnership) and Nanjing Huatai dahealth No. 2 equity investment partnership (limited partnership) hold 0.71% and 0.05% of the issuer's equity respectively, both of which are H shares, and their executive partners are Huatai Zijin Investment Co., Ltd. Huatai Zijin Investment Co., Ltd. is a wholly-owned subsidiary of Huatai Securities Co.Ltd(601688) the controlling shareholder of Huatai United Securities Co., Ltd., the sponsor of the issuer.
The recommendation institution will arrange the legally established alternative investment subsidiary or the legally established alternative investment subsidiary (hereinafter referred to as "relevant subsidiary") of the securities company that actually controls the recommendation institution (i.e. Huatai Securities Co.Ltd(601688) ) to participate in the strategic placement of this offering, which shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange. The sponsor and other relevant subsidiaries established by Huatai Securities Co.Ltd(601688) according to law will further clarify the specific plan for participating in the strategic placement of this offering as required, and submit relevant 3-1-2-5 to Shanghai Stock Exchange as required
Documents. If the relevant subsidiaries participate in the strategic placement of this offering, the relevant subsidiaries do not participate in the inquiry process and accept the final result of the inquiry. Therefore, the above matters have no impact on the fair performance of the recommendation responsibilities of the recommendation institution and the recommendation representative.
In addition, 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 shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation 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;
(IV) the controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantees or financing to each other;
Except for the above circumstances, there is no other related relationship between the recommendation institution and the issuer.
4、 Kernel overview
(I) description of internal audit procedure
1. The project team applies for the kernel
On April 19, 2021, after the application documents for this securities issuance were basically complete, the project team submitted a kernel application to the quality control department and submitted the kernel application documents.
2. Pre qualification of quality control department
After receiving the application for nuclear audit, the quality control department will send personnel to the project site for on-site nuclear audit from April 19 to 23, 2021. After the on-site nuclear pre-trial work, a written nuclear pre-trial opinion was issued on April 28, 2021.
According to the written opinions of the nuclear prequalification personnel, the project team will check the relevant issues, modify, supplement and improve the application documents, and return the special comments of the nuclear prequalification opinions to 3-1-2-6 after the verification and modification are completed
The reply shall be submitted to the quality control department. After the reviewers of the quality control department review the reply to the preliminary review comments and complete the acceptance of the project working paper, the reviewers of the quality control department issue the quality control report.
3. Verification by compliance and risk management department
The compliance and risk management department checks the project before the nuclear meeting in the form of a meeting. The audit committee is organized by the compliance and risk management department, and the participants include the person in charge of the recommendation business of Huatai United Securities (the person in charge of the recommendation business department), the personnel of the compliance and risk management department, the auditors of the quality control department, and the project signature recommendation representative. The examiner inquired about the important matters listed in the checklist on due diligence of important matters of sponsor projects one by one, and the sponsor representative explained the verification process of relevant matters one by one
