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
Issuance recommendation
Sponsor
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
Shenzhen Stock Exchange:
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) securities”, “sponsor” or “the sponsor”) accepts the entrustment of Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as “issuer”, “company” or “Tianyi medical”) as the sponsor of its initial public offering of A-Shares and listing on GEM (hereinafter referred to as “this offering”) Guotai Junan Securities Co.Ltd(601211) securities and its sponsor representatives have been registered 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 of gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of the registration of initial public offerings of GEM) The issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and moral standards formulated in accordance with the legal system, in strict accordance with the relevant 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”) and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), And guarantee the authenticity, accuracy and completeness of this issuance recommendation letter.
Unless otherwise specified in this offering recommendation letter, 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.
catalogue
Section 1 basic information of this securities issuance 3 I. name of recommendation institution 3 II. Basic information of the sponsor representative designated by the sponsor 3. Basic information of the sponsors and other members of the project team designated by the sponsor for this offering 4. The issuer’s securities issuance type of this recommendation 4 v. basic information of the issuer 4 VI. verification of the relationship between the sponsor and the issuer 5 VII. Internal audit procedures and core opinions Section 2 commitments of the sponsor 8 I. General commitment of the sponsor to the sponsor of this offering 8 II. The sponsor’s commitment to the sponsor of this offering item by item 8 III. The recommendation institution and the recommendation representative make a special commitment 9 Section III recommendation on this securities issuance 10 I. recommendation conclusion of the sponsor 10 II. The decision-making procedures performed in this offering are compliant 10 III. The issuer meets the issuance conditions stipulated in the company law IV. The issuer meets the issuance conditions stipulated in the securities law 11 v. the issuer meets the issuance conditions stipulated in the measures for the administration of initial registration of gem Vi. operating conditions after the audit deadline of the issuer’s financial report 17 VII. Main risks of the issuer 17 VIII. Verification opinions on commitments of responsible subjects such as the issuer and its controlling shareholders 36 IX. brief evaluation on the development prospect of the issuer X. The issuer has met the basic requirements of issuance supervision on the independence of the company 45 Xi. Verification conclusion on the filing of shareholders of the issuer’s private investment fund 46 XII. Verification opinions on the public offering of shares by the company’s shareholders 47 XIII. Relevant information about the direct or indirect paid employment of other third parties in this offering forty-seven
Section 1 basic information of this securities issuance
1、 Name of sponsor
Guotai Junan Securities Co.Ltd(601211) 。 2、 Basic information of the recommendation representative designated by the recommendation institution
The sponsor appointed Shen Yichong and Shui Yaodong as the sponsor representatives of Tianyi medical’s initial public offering and listing on the gem.
Shen Yichong: the executive director of the China Pacific Insurance (Group) Co.Ltd(601601) Guotai Junan Securities Co.Ltd(601211) convertible bonds, Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) convertible bonds Qingdao Kingking Applied Chemistry Co.Ltd(002094) corporate bonds, Jiangsu Guoxin asset management group corporate bonds and other projects, with rich experience in investment banking business. Mr. Shen Yichong strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions in the practice of recommendation business, and has a good practice record.
Shui Yaodong: Guotai Junan Securities Co.Ltd(601211) managing director of investment banking department, once presided over or participated in Dbappsecurity Co.Ltd(688023) IPO, Jinneng Science&Technology Co.Ltd(603113) IPO, Guodong Construction IPO, Shanghai Airlines IPO, Lingyun B shares, yuehuabao B shares, Shandong Sun Paper Co.Ltd(002078) IPO, Joyoung Co.Ltd(002242) IPO, Zhejiang Chint Electrics Co.Ltd(601877) IPO, Great Wall Motor Company Limited(601633) IPO, jingtianli IPO, Loctek Ergonomic Technology Corp(300729) IPO, Sichuan Quanxing public additional offering, Oriental Pearl Group Co.Ltd(600637) public additional offering major asset restructuring, Xiamen Port asset restructuring, Intco Medical Technology Co.Ltd(300677) convertible bonds, Flat Glass Group Co.Ltd(601865) convertible bonds Loctek Ergonomic Technology Corp(300729) convertible bonds and other projects. In the process of recommendation and continuous supervision of the above projects, Mr. Shui Yaodong strictly abides by the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, and has a good practice record. 3、 Basic information of the sponsor’s designated project coordinator and other members of the project team Guotai Junan Securities Co.Ltd(601211) designated Geng Zhiwei as the project coordinator for the initial public offering of A-Shares of Ningbo Tianyi medical device Co., Ltd.
Mr. Geng Zhiwei, business director of Guotai Junan Securities Co.Ltd(601211) investment banking department. The main projects I have been responsible for or participated in since I engaged in investment banking business include: Shanghai Junshi Biosciences Co.Ltd(688180) initial public offering, Guobang Pharma Ltd(605507) initial public offering, Chengtun Mining Group Co.Ltd(600711) convertible bonds, Winning Health Technology Group Co.Ltd(300253) convertible bonds and other projects. Mr. Geng Zhiwei strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions in the practice of recommendation business, and has a good practice record.
Guotai Junan Securities Co.Ltd(601211) appointed Luo Hui, Yang sifin, Meng Qingsong, Huang kairan, Mei Junying, Luan Jun, Liu PENGYUAN and Yu Jianying as members of the project team of this issuance. 4、 The issuer’s securities issuance type of this recommendation
Initial public offering of RMB common shares and a shares. 5、 Basic information of the issuer
Ningbo Tianyi Medical Instrument Co., Ltd
English Name: Ningbo Tianyi Medical Appliance Co., Ltd
The registered capital is 44210526 million yuan
Legal representative: Wu Zhimin
Date of establishment: March 12, 1998
Address: No. 788, Mozhi North Road, Dongqian Lake Tourist Resort, Ningbo
Postal Code: 315121
Zhang Chongliang, head of information disclosure of the Department responsible for information disclosure and investor relationship of the securities investment department
Tel.: 057455011010
Fax No.: 057488498396
Company website http://www.tianyi-med.com./
E-mail [email protected].
Manufacturing, processing, wholesale and retail of class I, class II and class III medical devices; Manufacturing, processing, wholesale and retail of disinfection products; Manufacturing, processing, wholesale and retail of plastic products, rubber products, metal products and mechanical accessories; The manufacturing, processing and business scope of pharmaceutical packaging materials include wholesale and retail; Wholesale and retail of chemical raw materials (excluding hazardous chemicals); Disinfection and sterilization services and technology research and development; Engage in technology development, technical consultation, technical service and technology transfer in the field of medicine and medical device science and technology; Technical services of medical devices; Daily mask (non-medical) production; Daily mask (non-medical) sales; Self operated and acting as an agent for the import and export of all kinds of goods and technologies, except for the goods and technologies restricted or prohibited by the state. (subject to approval according to law)
Project, and business activities can be carried out only after being approved by relevant departments)
6、 Verification of the relationship between the recommendation institution and the issuer
Except for the following circumstances:
1. One of the limited partners of Jinpu guotiao fund, the shareholder of the issuer, Shanghai Guofang master fund phase II venture capital partnership (limited partnership) has Guotai Junan Securities Co.Ltd(601211) investment after penetrating the fourth floor, and Guotai Junan Securities Co.Ltd(601211) indirectly holds less than 0.001% of the shares of the issuer;
2. Shanghai International Group Co., Ltd., the indirect shareholder of the issuer after the penetration of Jinpu national transfer fund, is the controlling shareholder of Guotai Junan Securities Co.Ltd(601211) .
As of the issuance date of this issuance recommendation:
1. There is no holding of shares of the issuer or its controlling shareholders, actual controllers or important related parties by the recommendation institution or its controlling shareholders, actual controllers or important related parties;
2. There is no situation that the issuer or its controlling shareholder, actual controller or important related party holds the shares of the sponsor or its controlling shareholder, actual controller or important related party;
3. There is no recommendation representative, spouse, directors, supervisors and senior managers of the recommendation institution, holding shares of the issuer or its controlling shareholders, actual controllers and important related parties, and holding positions in the issuer or its controlling shareholders, actual controllers and important related parties;
4. There is no guarantee or financing between the controlling shareholder, actual controller, important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer.
Given that Guotai Junan Securities Co.Ltd(601211) indirectly holds less than 0.001% of the shares of the issuer, and there is no joint control of Jinpu national transfer fund, Guotai Junan Securities Co.Ltd(601211) and the issuer by Shanghai International Group Co., Ltd., the sponsor believes that the above relationship will not affect the normal performance of its duties and the performance of its responsibilities. 7、 Internal audit procedures and comments
In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of sponsorship 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) internal audit procedure
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 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. (II) kernel
