Haitong Securities Company Limited(600837)
About the initial public offering of shares of Shanghai aopumai Biotechnology Co., Ltd. and its listing on the science and Innovation Board
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
April, 2002
Statement
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 securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") and the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") Relevant laws and administrative regulations such as the Listing Rules of the Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange shall be honest, trustworthy, diligent and conscientious, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity of the documents issued Accuracy and completeness.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation three
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties five
8、 The sponsor's internal audit procedures and core opinions on this securities issuance and listing Section 2 commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 The decision-making procedures for the performance of this securities issuance nine
2、 Description of the issuer's compliance with the positioning of Kechuang board nine
3、 This securities issuance meets the issuance conditions stipulated in the securities law eleven
4、 This securities issuance meets the issuance conditions stipulated in the registration administration measures twelve
5、 Verification of the issuer's private investment fund filing fifteen
6、 Verification conclusion of the issuer's operating conditions after the audit deadline sixteen
7、 Main risks of the issuer sixteen
8、 Market prospect analysis of the issuer twenty-four
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals twenty-six
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities twenty-six
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "the sponsor")
2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business
The sponsor appointed Jin Yuchen and Wang Bing as the sponsor representatives of Shanghai aopumai Biotechnology Co., Ltd. for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "the offering").
Jin Yuchen: sponsor representative of the project, business director of Haitong Securities Company Limited(600837) M & A financing department. He began to work in investment banking in 2013 and joined Haitong Securities Company Limited(600837) . Led the completion of Shenzhen Genvict Technologies Co.Ltd(002869) IPO project, Tongcheng new third board listing and private placement project, Xingpu medical, supply and marketing Daji, western resources, Jintian industrial major asset restructuring project, and Tianjin Zhonghuan Semiconductor Co.Ltd(002129) non-public offering project.
Wang Bing: sponsor representative of the project, business director of Haitong Securities Company Limited(600837) M & A financing department, joined Haitong Securities Company Limited(600837) in 2017. LED and participated in HNA holding's major asset restructuring project, Bandung pharmaceutical IPO project, xinhehua IPO project and Kunshan Kersen Science & Technology Co.Ltd(603626) convertible bond project.
3、 Project Co sponsors and other project personnel designated by the sponsor
(I) practice of the Project Co sponsor and its recommendation business
The sponsor designated jiangshanxi as the Project Co sponsor of this offering.
Jiang Shanxi: the co organizer of this project, now the manager of Haitong Securities Company Limited(600837) M & A financing department, once participated in the IPO project of Purui ophthalmology.
(II) other members of the project team
Other members of the project team of this offering: Hu Jun, Fang Weizhou, Xing Tianling, Li qinhang
4、 The issuer of this recommendation
Company name: Shanghai aopumai Biotechnology Co., Ltd
English Name: Shanghai OPM Biosciences Co., Ltd
The registered capital is 61485246 yuan
Legal representative: Xiao Zhihua
Date of establishment of the company: November 27, 2013
Overall change to joint stock company date: November 3, 2020
Address: No. 28, Lane 908, Ziping Road, Pudong New Area, Shanghai
General projects: engaged in technical development, technical consultation, technical exchange and technical services in the field of bioengineering technology; Sales of chemical products (excluding licensed chemical products); Sales of instruments and meters, packaging materials and products, and plastic products; Production and sales of serum-free medium. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the science and innovation board.
6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
The par value of each share is RMB 1.00
The number of shares to be publicly issued this time shall not exceed 20495082, accounting for no less than 25% of the total share capital of the company after issuance. The final number of shares issued shall be subject to the number approved and registered by the China Securities Regulatory Commission or the Shanghai Stock Exchange and other competent regulatory authorities.
This public offering of shares does not involve the public offering of shares by shareholders.
The total share capital after issuance shall not exceed 81980328 million shares
The issuer and the lead underwriter make inquiries from professional institutional investors such as securities companies registered with the China Securities Association, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and private fund managers to determine the stock issuance price
The combination of offline inquiry placement to investors and online pricing issuance to public investors or other methods approved by the securities regulatory authorities (including but not limited to placing shares to strategic investors)
The objects of this offering are qualified inquiry objects, accounts holding RMB common shares (A shares) securities accounts of China Securities Depository and Clearing Co., Ltd. Shanghai Branch, natural persons in China who meet the appropriateness management requirements specified by Shanghai Stock Exchange Legal persons and other institutions (except those prohibited by national laws, administrative regulations, departmental rules, normative documents and other regulatory requirements to be observed by the company)
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 according to the requirements of the strategic placement, and submit relevant documents to the Shanghai stock exchange according to the regulations
Underwriting method: balance underwriting
Proposed listing place: Shanghai Stock Exchange
7、 Explanation on whether the recommendation institution has any situation that may affect the fair performance of its recommendation responsibilities. 1. In addition to arranging relevant subsidiaries to participate in the strategic placement of the issuer in accordance with the relevant provisions of the exchange, the recommendation institution 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;
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The recommendation representative of the recommendation institution and its spouse, directors, supervisors and senior managers 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;
4. The controlling shareholders, actual controllers and important related parties of the recommendation institution do not provide guarantees or financing to each other with the controlling shareholders, actual controllers and important related parties of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer.
8、 Internal audit procedures and core opinions of the recommendation institution on the issuance and listing of securities (I) internal audit procedures
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and approval.
1. Project review
The sponsor will review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the "project initiation Review Committee"), and the members of the review committee will vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) All securities issuance business projects proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shanghai Stock Exchange shall be approved in accordance with the implementation rules for the review and approval of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing the project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for deliberation; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For projects approved for approval, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of due diligence.
2. Application review
The recommendation institution reviews the recommendation project in the form of the recommendation project application and Review Committee (hereinafter referred to as the "application and review committee"), and the members of the review committee vote on the project according to their independent judgment and decide whether to submit the project to the company for approval. The specific procedures are as follows:
(1) Before applying to start the application review procedure, the project team shall complete the acquisition and collection of working papers in the on-site due diligence stage and submit them to the quality control department for acceptance. If the manuscript is accepted, the project team can apply to start the review procedure of the application review meeting.
(2) After the issuance application documents are prepared and before applying for approval, the project team shall perform the project application and review procedures. The application for application review shall be submitted to the quality control department after being reviewed and approved by the sponsor representative and the leader in charge. The quality control department shall review and issue review opinions and submit them to the application review meeting for review.
(3) The application documents shall be revised and submitted to the review team in time according to the requirements of the application review meeting, and the application documents shall be revised and issued to the review team according to the requirements of the application review meeting.
3. Kernel
The core department is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of Haitong Securities Company Limited(600837) investment banking business core Committee (hereinafter referred to as "core committee"). The core department carries out export management and terminal risk control on investment banking projects 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. The core Committee shall perform its duties by holding a core meeting and decide whether to recommend the issuer's shares, convertible bonds and other securities to the CSRC and Shanghai stock exchange for issuance and listing. The core Committee shall make independent statements according to their respective duties
