Haichuang Pharmaceutical Co., Ltd
Initial public offering and listing on the science and Innovation Board
List of appendices to the prospectus
1. Issuance of recommendation letter 12 financial statements and audit reports 423 relevant financial statements and review between the base date of the issuer's audit report and the signing date of the offering intention
report 1664 internal control assurance report 2585 detailed statement of non recurring profits and losses verified by Certified Public Accountants 2786-1 legal opinion 2856-2 supplementary legal opinion (I) 3196-3 supplementary legal opinion (II) 3776-4 supplementary legal opinion (III) 3946-5 supplementary legal opinion (IV) 4877 lawyer work report 5058 articles of Association (Draft) 6769 reply on Approving the registration of initial public offering of Haichuang Pharmaceutical Co., Ltd seven hundred and twenty-five
Citic Securities Company Limited(600030)
About Haichuang Pharmaceutical Co., Ltd
Initial public offering and listing on the science and Innovation Board
Issuance recommendation
Sponsor (lead underwriter)
October, 2021, North block, Zhuoyue Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Statement
Citic Securities Company Limited(600030) and its sponsor representatives are honest, trustworthy, diligent and responsible 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 other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), The issuance recommendation letter shall be issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and the authenticity, accuracy, integrity and timeliness of the issued documents shall be guaranteed. 1. If there are false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the issuer's initial public offering, which cause losses to investors, the recommendation institution will compensate investors for the losses according to law. Note: all abbreviations in this document are consistent with the prospectus unless otherwise specified
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catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance 3 I. name of recommendation institution 3 II. Sponsor representative, Project Co sponsor and other project team members 3. Basic information of the issuer 3 IV. types of securities issuance and listing of the recommended issuer 4 v. relationship between the sponsor and the issuer 4 VI. internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation opinions of the recommendation institution on this securities issuance 8 I. recommendation conclusion 8 II. The issuer has fulfilled the necessary decision-making procedures for this issuance 8 III. The issuer's issuance meets the issuance conditions stipulated in the securities law 8 IV. The issuer meets the issuance conditions stipulated in the measures for the administration of registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) 9 v. main risks faced by the issuer Vi. evaluation on the development prospect of the issuer 32 VII. Verification of the filing of private equity funds of the issuer's shareholders 36 VIII. Verification on the impact of dilution of immediate return of this public offering of shares 9. Check whether the recommendation institution and the issuer employ a third-party institution or individual with compensation 36 3-1-2-2
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) (hereinafter referred to as "sponsor", "sponsor" or " Citic Securities Company Limited(600030) "). 2、 Sponsor representative, project coordinator and other project team members (I) sponsor representative
Hong Libin: executive general manager and sponsor representative of Citic Securities Company Limited(600030) Investment Bank Management Committee; In 2007, he joined the 's Citic Securities Company Limited(600030) conversion of corporate bonds, Guangdong Hybribio Biotech Co.Ltd(300639) non-public offering of shares and other pharmaceutical projects, In addition, he is also responsible for or participated in the IPO, Liqun Commercial Group Co.Ltd(601366) IPO, Hylink Digital Solution Co.Ltd(603825) IPO and other non pharmaceutical projects of Beijing Hengtong innovation saimu Technology Co., Ltd.
Hu Chaofeng: now he is the senior manager of Citic Securities Company Limited(600030) investment bank management committee and the sponsor representative. As the main member of the project, he has successively participated in Guangdong Hybribio Biotech Co.Ltd(300639) non-public offering of shares, Wonders Information Co.Ltd(300168) convertible corporate bonds and many major asset restructuring projects. (II) other members of the project team
Wang Dong, Zhang Yang, Xiao Nannan, Liu Jiacheng, Niu Rui, Li Nan, Yu jiarou, Xu Chenming, Zhao Dongtian, Shen Ziquan. 3、 Basic information of the issuer
Chinese name of the company: Haichuang Pharmaceutical Co., Ltd. (hereinafter referred to as "issuer" or "Haichuang pharmaceutical")
English name of the company: hinova pharmaceuticals Inc
Registered capital: RMB 74255598
Legal representative: yunwai Chen (Chen Yuanwei)
Date of establishment: February 5, 2013
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Address: No. 2 and 3, 4 / F, building 1, Rongyao building, No. 5, Keyuan South Road, high tech Zone, Chengdu, Sichuan
Postal Code: 610041
Tel.: 4685 Jiangsu Shuangxing Color Plastic New Materials Co.Ltd(002585)
Fax No.: 02885058465
Company website: www.hinovapharma.com com.
Email: [email protected].
Technology research and development, technical consultation and technology transfer of drugs (excluding pre licensing projects, and post licensing projects shall be operated with licenses or approval documents); R & D and wholesale of chemical reagents (excluding hazardous chemicals) and house leasing.
(the above business scope does not include items restricted or prohibited by national laws and regulations, except those involving the implementation of special access management measures stipulated by the state, and those involving licenses can carry out business activities with relevant licenses).
Information disclosure Department Board Office
Person in charge of information disclosure: Dai Li
Contact number of information disclosure Department: 02885058465 IV. types of securities issuance and listing of the recommended issuer
Initial public offering of RMB ordinary shares (A shares). 5、 The relationship between the sponsor and the issuer (I) the situation that the sponsor or its controlling shareholder, actual controller and important related party hold or hold the shares of the issuer or its controlling shareholder, actual controller and important related party through participating in the strategic placement of this issuance. The sponsor will arrange relevant subsidiaries to participate in the strategic placement of this issuance, which shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange. The recommendation institution and its relevant subsidiaries will further clarify the specific plan for participating in the strategic placement of this issuance as required, and submit relevant documents to the Shanghai Stock Exchange as required.
As of the issuance date of this issuance recommendation letter, except for indirectly holding the shares of the issuer through relevant financial products invested with self owned, asset management or raised funds and filed with the fund industry association, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold the shares of the issuer or its controlling shareholders and important related parties. In addition, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold or hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties by participating in the strategic placement of this issuance.
The sponsor has no circumstances that may affect the fair performance of its recommendation duties.
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(II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties
As of the issuance date of this issuance recommendation letter, the issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of this recommendation institution or its controlling shareholders and important related parties. (III) the directors, supervisors, senior managers, recommendation representatives and their spouses of the recommendation institution have the rights and interests of the issuer and their positions in the issuer
As of the issuance date of this issuance recommendation letter, the directors, supervisors, senior managers, recommendation representatives and their spouses of this recommendation institution do not have the rights and interests of the issuer or hold positions in the issuer. (IV) actual information provided by important sponsors, controlling shareholders, controlling parties and other related parties
As of the issuance date of this issuance recommendation letter, the controlling shareholders, actual controllers and important related parties of this recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer have not provided mutual guarantee or financing. (V) other related relationships between the sponsor and the issuer
As of the issuance date of this issuance recommendation letter, there is no other related relationship between this recommendation institution and the issuer. 6、 Internal audit procedures and core opinions of recommendation institutions (I) core procedures
Citic Securities Company Limited(600030) set up a core department to be responsible for the core work of the institution's investment banking projects. The specific internal audit procedures of the recommendation institution are as follows:
First, the core department shall conduct on-site audit on the project according to the stage of the project and the appointment of the project team. After the core department accepts the application documents, two full-time reviewers conduct preliminary review of the project application documents from the perspective of law and finance. At the same time, the core department also employs external lawyers and accountants to review the project application documents from their professional perspectives. The auditors will issue audit feedback to the project team according to the preliminary audit and the opinions of external lawyers and accountants.
Secondly, the kernel department will convene and preside over the kernel meeting according to the project progress to consider the application for project issuance. The auditors will form a written report on the main problems found in the process of project audit and report to 3-1-2-5 at the kernel meeting
Members of the meeting; At the same time, the sponsor representative and the project team need to explain and explain the problems and their solutions or implementation to the members. On the basis of full discussion on the main issues, the kernel committee will vote to decide whether the application for project issuance and application has passed the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions of the kernel meeting formed by integrating the opinions of the members of the kernel meeting to the project team, and the project team will reply and implement them.
Finally, the core department will also review the relevant documents submitted by the project team during the continuous supervision, and pay attention to the major abnormalities of the issuer during the continuous supervision. (II) core comments
On March 24, 2021, Citic Securities Company Limited(600030) kernel Committee held the IPO project kernel meeting of Haichuang Pharmaceutical Co., Ltd. through 263 conference system, and discussed the project application. The project passed the deliberation of Citic Securities Company Limited(600030) core Committee and agreed to submit the application documents of Haichuang Pharmaceutical Co., Ltd. for IPO and listing on the science and innovation board to the regulatory authority for review.
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Section 2 commitments of the recommendation institution
In accordance with laws, administrative regulations and the provisions of the CSRC, the recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers, agreed to recommend the issuance and listing of the issuer's securities, and issued this issuance recommendation letter accordingly.
The recommendation institution has sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of the CSRC on securities issuance and listing; There are no false records, misleading statements or major omissions in the issuer's application documents and information disclosure materials; The basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable; There is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institutions. The sponsor guarantees that the sponsor representative and relevant personnel designated by the sponsor have been diligent and conscientious, and have conducted due diligence and prudent verification on the application documents and information disclosure materials; There are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of recommendation duties; The professional services provided and professional opinions issued comply with laws, administrative regulations, the provisions of the CSRC and industry norms.
The recommendation institution voluntarily accepts the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business.
If the sponsor is the issuer's initial public offering
