Guotai Junan Securities Co.Ltd(601211)
about
Ningbo Tianyi medical device Co., Ltd. issued shares for the first time and was listed on the gem
of
Recommendation work report
Sponsor (lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
December, 2001
Guotai Junan Securities Co.Ltd(601211)
About Ningbo Tianyi Medical Instrument Co., Ltd
Report on the recommendation of initial public offering and listing on the gem Shenzhen Stock Exchange:
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “the sponsor” or ” Guotai Junan Securities Co.Ltd(601211) “) accepted the entrustment of Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as “the issuer”, “the company” or “Tianyi medical”) to act as the sponsor of its initial public offering of shares and listing on the gem (hereinafter referred to as “the project” or “the offering”), The company appoints Shen Yichong and Shui Yaodong as the specific recommendation representatives, and hereby issues the recommendation work report of the project to Shenzhen Stock Exchange (hereinafter referred to as “your exchange” or “Shenzhen Stock Exchange”).
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 the registration of initial public offerings on the gem”) issued by the CSRC In accordance with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”), the recommendation institution and the recommendation representatives appointed by the recommendation institution to participate in the recommendation of the issuance and listing of the project shall be in strict accordance with the business rules formulated according to law in the spirit of honesty, trustworthiness, diligence and responsibility This recommendation work report shall be issued according to the industry practice norms and code of ethics, and the authenticity, accuracy and completeness of this recommendation work report shall be guaranteed.
Unless otherwise specified in this recommendation work report, relevant terms have the same meaning as in the prospectus of Ningbo Tianyi medical device Co., Ltd. for initial public offering and listing on GEM.
Unless otherwise specified in this recommendation work report, all values retain two decimal places and are rounded. If there are differences in the mantissa between the sum of part of the total and each addend in this recommendation work report, these differences are caused by rounding.
catalogue
Section I project operation process six
1、 Project review process of the sponsor six
2、 The main process of the project approval of this securities issuance project eight
3、 Main process of project implementation nine
4、 The main process of internal audit of the project Section II problems and solutions of the project sixteen
1、 Opinions and deliberations of members of the decision-making body for project initiation and evaluation of the project sixteen
2、 Main problems found in due diligence and solutions sixteen
3、 Main issues and implementation of underwriting project initiation twenty-two
4、 Main issues, opinions and implementation of the nuclear Commission meeting twenty-eight
5、 Verification conclusion on the filing of shareholders of the issuer’s private investment fund thirty
6、 Verification of professional opinions of securities service institutions Section III verification of key audit points thirty-two
(I) establishment of the company thirty-two
(II) changes in share capital and shareholders during the reporting period thirty-six
(III) major asset restructuring during the reporting period thirty-nine
(IV) listing / listing of the company in other securities markets thirty-nine
(V) equity structure of the issuer forty-one
(VI) holding and participating subsidiaries of the issuer forty-two
(VII) disclosure and identification of actual controller forty-two
(VIII) legal matters related to controlling shareholders, actual controllers, directors, supervisors and senior executives forty-three
(IX) basic information of major shareholders forty-six
(x) new shareholders of the issuer in the latest year forty-eight
（11） Equity incentives fifty-three
（12） Employees and social security fifty-four
（13） About the environmental protection of the issuer fifty-five
（14） About the five safety conditions of the issuer 58 (XV) major laws, regulations and policies on the issuer’s industry 59 (XVI) information about the issuer’s disclosure and quotation of third-party data 72 (XVII) about the issuer’s comparable companies in the same industry 73 (XVIII) about the issuer’s main customers and changes 74 (XIX) about the main suppliers and changes of the issuer 86 (XX) about the composition of the issuer’s main assets 92 (XXI) violation of laws and regulations 100 (XXII) horizontal competition 102 (XXIII) occupation of funds of related parties and guarantee of related parties 102 (XXIV) related parties, related party transactions 103 (XXV) about the consolidation scope of the issuer 118 (XXVI) about the issuer’s important accounting policies 120 (XXVII) changes in accounting policies, accounting estimates or correction of accounting errors of the issuer 124 (XXVIII) about the non-standard financial internal control of the issuer 125 (XXIX) about the income of the issuer 127 (xxx) about the cost of the issuer 165 (XXXI) about the issuer’s gross profit margin 169 (XXXII) about the issuer’s period expenses 175 (XXXIII) about the impairment loss of the issuer’s assets 175 (XXXIV) about the tax preference of the issuer 179 (XXXV) about unprofitable enterprises 180 (XXXVI) about the accounts receivable of the issuer 181 (XXXVII) about the inventory of the issuer 189 (38) about the issuer’s fixed assets and construction in progress 196 (39) about the issuer’s investment real estate 198 (40) about the issuer’s intangible assets and development expenditure 199 (41) about the goodwill of the issuer 200 (42) about the issuer’s monetary capital two hundred
（43） About the prepayment of the issuer 202 (44) about the issuer’s cash flow statement 202 (45) about the funds raised by the issuer 205 (46) major contracts two hundred and six
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 securities issuance and listing recommendation business and the requirements of the guidelines on internal control of investment banking business of securities companies, Guotai Junan Securities Co.Ltd(601211) formulated and improved the measures for the administration of internal control of investment banking business and the measures for the administration of project approval and review of investment banking business The due diligence, internal control and internal verification systems of securities issuance and listing, such as the measures for the administration of the core of investment banking business, the measures for the administration of due diligence of investment banking business and the measures for the administration of investment banking business projects, have established and improved the internal audit system of project initiation, due diligence and core, and carry out project audit in accordance with the specified process.
(I) project approval
Guotai Junan Securities Co.Ltd(601211) securities investment banking division (the former investment banking business committee) has set up a project initiation Review Committee to review the securities issuance sponsorship project through the project initiation review meeting.
The project initiation committee is composed of auditors from the investment bank quality control department (the original quality control group), 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:
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;
The quality control department shall report to the review meeting of the investment bank, followed by the quality control department;
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) internal audit
Guotai Junan Securities Co.Ltd(601211) established 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 responsibility of core deliberation and decision-making of investment banking business, conduct independent research and judgment on the risk 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 Guotai Junan Securities Co.Ltd(601211) “measures for the management of investment banking business core”, 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) 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 approval
On October 25, 2019, the sponsor Tianyi medical initial public offering 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 October 30, 2019, the project review committee of the sponsor held a meeting to consider the initial project application of Tianyi medical’s initial public offering and listing project. The meeting heard the introduction of the project team on the basic information of the issuer and the project. The committee members and non voting participants raised relevant questions about the issuer and the project, and the project team answered the relevant questions one by one.
After the project initiation review, all 6 members attending the meeting agreed to the project initiation, and the initial project initiation review was passed. (II) sponsor underwriting project
On October 19, 2020, the sponsor Tianyi medical initial public offering project team submitted relevant documents to the project approval committee and put forward the application for project approval of sponsor underwriting.
On October 21, 2020, after the project team put forward the application for sponsor underwriting, the project review committee held a meeting to consider the above application for sponsor underwriting.
The resolution of the sponsor underwriting project initiation meeting adopts the form of communication voting. All the seven members attending the meeting agreed to the project, and the sponsor underwriting project review was passed. 3、 Main process of project execution (I) composition of project executors
Sponsor representatives: Shen Yichong, Shui Yaodong
Project Co organizer Geng Zhiwei
Project team members Luo Hui, Yang sifen, Meng Qingsong and Huang kairan
