China International Capital Corporation Limited(601995)
About nuocheng Jianhua Pharmaceutical Co., Ltd
（InnoCare Pharma Limited）
Letter of recommendation for initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board
Sponsor
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing) April, 2002
China International Capital Corporation Limited(601995)
About innocare Pharma Limited
Initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board
Issuance recommendation letter
China Securities Regulatory Commission and Shanghai Stock Exchange:
Innocare Pharma Limited (hereinafter referred to as “innocare”, “issuer” or “company”) intends to apply for initial public offering of RMB common shares (A shares) 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 A-Shares and listing on the science and Innovation Board (hereinafter referred to as “sponsor” or “this sponsor”).
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”), the measures for the administration of the registration of initial public offerings on the science and innovation board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration (for Trial Implementation)”), and the measures for the administration of securities issuance and listing recommendation business Several opinions on the pilot of domestic issuance of shares or depositary receipts by innovative enterprises (hereinafter referred to as “several opinions”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as “the Listing Rules of the science and Innovation Board”) The announcement on the relevant arrangements for the domestic listing of innovative pilot red chip enterprises (hereinafter referred to as the “relevant arrangements”) and other 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”), China International Capital Corporation Limited(601995) and its sponsor representatives are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued according to the industry practice norms and ethical standards, and the authenticity, accuracy and integrity of the issuance recommendation letter shall be guaranteed.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of innocare Pharma Limited’s initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board (the first draft))
catalogue
1、 Basic information of this securities issuance four
(I) name of recommendation institution four
(II) the sponsor representative specifically responsible for this recommendation four
(III) Project Co sponsors and other project team members four
(IV) basic information of the issuer four
(V) the relationship between the sponsor and the issuer five
(VI) internal audit procedures and core opinions of the recommendation institution 6 II. Commitments of the recommendation institution 7 III. verification of relevant behaviors such as paid employment of third-party institutions and individuals eight
(I) verification of the sponsor’s paid employment of a third party and other related acts eight
(II) verification of the issuer’s paid employment of a third party and other related acts ten
(III) conclusion of recommendation institution IV. recommendation opinions of the sponsor on this securities issuance eleven
(I) the recommendation conclusion of the sponsor on this securities issuance eleven
(II) verification of whether the issuer meets the positioning of the science and Innovation Board eleven
(III) the decision-making procedures performed by the issuer for this securities issuance thirteen
(IV) the securities issuance meets the issuance conditions stipulated in the securities law thirteen
(V) this securities issuance meets the issuance conditions stipulated in the registration administration measures (for Trial Implementation) fifteen
(VI) this issuance of securities meets the issuance conditions stipulated in several opinions and relevant arrangements seventeen
(VII) verification opinions on commitments and binding measures made by the issuer, its directors and other responsible subjects 19 (Ⅷ) matters related to the issuer’s implementation of the provisions on initial public offering and refinancing, major asset restructuring and diluted immediate return
Verification opinions on matters related to the guidance of nineteen
(IX) verification opinions on the registration and filing of the issuer’s private investment fund shareholders 22 (x) verification and settlement of the issuer’s main financial information and operating conditions after the audit deadline of the financial report
On twenty-two
（11） Main risks of the issuer twenty-three
（12） Brief evaluation of the development prospect of the issuer 49 China International Capital Corporation Limited(601995) on the conclusion that innocare Pharma Limited’s initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board will generally protect the rights and interests of domestic investors no less than those required by domestic laws, administrative regulations and the CSRC 54 I. main differences in the issuer’s corporate governance structure fifty-four
(I) operation of the general meeting of shareholders fifty-four
(II) independent non-executive director system fifty-eight
(III) Special Committee of the board of Directors fifty-nine
(IV) board of supervisors sixty
(V) Company Secretary sixty-one
(VI) secretary of the board of Directors 61 II. Main differences in the rights of core shareholders sixty-two
(I) investors’ right to obtain asset income sixty-two
(II) investors’ right to participate in major decisions sixty-two
(III) the right of investors to obtain the distribution of remaining property 63 III. other main measures taken by the company to meet the investor protection requirements of red chip enterprises sixty-three
(I) commitments issued by the company and related parties to protect the rights and interests of A-share shareholders sixty-three
(II) the company’s arrangements to facilitate the exercise of voting rights by shareholders of RMB ordinary shares sixty-four
(III) the company has set up a domestic representative for information disclosure 64 IV. concluding comments 64 I. Basic information of this securities issuance (I) name of recommendation institution
China International Capital Corporation Limited(601995) (II) the sponsor representative responsible for this recommendation
Shen Jun: obtained the qualification of recommendation representative in 2018. He once served as the recommendation representative of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) science and Innovation Board IPO project and Keboda Technology Co.Ltd(603786) A-share IPO project. In the process of recommendation business, he strictly abided by the measures for the administration of securities issuance and listing recommendation business and other relevant regulations, and had a good practice record.
Xu ran: obtained the qualification of recommendation representative in 2020, strictly abided by the relevant provisions of the measures for the administration of securities issuance and listing recommendation business and had a good practice record. (III) project team members and others
Project Co organizer: Li MengYue
Other members of the project team: Guo Rongrong, Hu Di, Zhou Xiang, Li Jiasen, Wang Chenyan, Xin Yuyang, Zheng ye, Yang Xiaochen, Liu Bingbing and Li Xiang (IV) basic information of the issuer
Chinese name of issuer: nuocheng Jianhua Pharmaceutical Co., Ltd
English name of the issuer innocare Pharma Limited
Total authorized share capital US $50000
Total number of authorized shares: 25000000000 shares
Total issued shares 1499673235 (as of December 31, 2021)
The directors of the company are Jisong Cui, Renbin Zhao, Shi Yigong, Fu Shan, Jin Ming, Xie Ronggang, Zemin Jason Zhang, Hu Lan and Chen Kaixian
Date of establishment: November 3, 2015
Registered address: Ogier global (Cayman) Limited, 89 nexus way, camana Bay,
Grand Cayman, KY1-9009, Cayman Islands
Main business: R & D, production and commercialization of innovative drugs
Main place of business in China: Building 8, No. 8, shengshengyuan Road, Academy of life sciences Beijing Centergate Technologies (Holding) Co.Ltd(000931) Changping District, Beijing
Postal Code: 102206
Tel. (86-010) 66609999
Fax No. (86-010) 60702992
Internet website: www.innocarepharma.com com.
Company email [email protected].
Department in charge of information disclosure: Domestic Securities Affairs Department
Investor Relations Department
Domestic representative of information disclosure and contact person of responsible department of investor relations yuan Bei and Tong Shaojing
Tel. (86-010) 66609999
The type of securities issuance is the initial public offering of RMB common shares (A shares) and listing on the science and innovation board
(V) relationship between the sponsor and the issuer
After verification, as of December 31, 2021:
1. The sponsor itself and its subsidiaries do not hold shares of the issuer or its important related parties. The sponsor 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 important related parties do not hold the shares of the sponsor and its subsidiaries.
3. The recommendation representative and his / her spouse of the recommendation institution do not hold the rights and interests of the issuer or hold positions in the issuer.
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, 2021, Central Huijin directly holds about 40.11% of the equity of China International Capital Corporation Limited(601995) through its wholly-owned subsidiaries, China Construction Bank Investment Co., Ltd., China Construction Investment Co., Ltd China Investment Consulting Co., Ltd. indirectly holds China International Capital Corporation Limited(601995) about 0.057% equity. 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. According to the information provided by the issuer and public information, there is no mutual guarantee or financing between China International Capital Corporation Limited(601995) superior shareholder units and important related parties of the issuer.
5. There is no other related relationship between the recommendation institution and the issuer.
The recommendation institution performs its recommendation duties independently and impartially in accordance with relevant laws and regulations and the articles of association.
(VI) internal audit procedures and opinions of the recommendation 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, after the project is approved, the sponsor shall establish a corresponding quality control team by the project implementation and quality control committee, and the quality control team shall implement process management and control of project risks; 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.
This sponsor
