Zhongtian Guofu Securities Co., Ltd
about
Shenzhen dakowei Biotechnology Co., Ltd
Initial public offering and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
(centralized business (North) of financial business district, zone B, Zhongtian Convention and Exhibition City, Changling North Road, guanshanhu District, Guiyang City, Guizhou Province)
Zhongtian Guofu Securities Co., Ltd
About Shenzhen dakowei Biotechnology Co., Ltd
Letter of recommendation for initial public offering and listing on the gem
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" and "sponsor") is entrusted by Shenzhen dakoway Biotechnology Co., Ltd. (hereinafter referred to as "dakoway", "issuer" or "company") to act as the sponsor of its initial public offering and listing on the gem (hereinafter referred to as "this securities offering" or "this offering").
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 gem (for Trial Implementation) (hereinafter referred to as the "measures for the registration of the gem") and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") The Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as "GEM Listing Rules") and other relevant laws, regulations and normative documents. The recommendation institution and the recommendation representative issue the recommendation letter in strict accordance with the business rules, practice norms and ethical standards formulated according to law in the professional spirit of honesty, trustworthiness and diligence, and ensure the authenticity of the documents issued Accuracy and completeness.
Unless otherwise specified in the text, the meaning of the abbreviation used in this offering recommendation is consistent with the prospectus of Shenzhen Dake Biotechnology Co., Ltd. for initial public offering of shares and listing on the gem.
catalogue
catalogue Section 1 basic information of this securities issuance three
1、 Basic information of relevant personnel designated by the recommendation institution three
3、 Basic information of the issuer four
4、 Description of the relationship between the sponsor and the issuer five
5、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitment of the sponsor Section III recommendation opinions of the sponsor on the issuance and listing of Securities ten
1、 Recommendation conclusion of the sponsor on this offering ten
2、 Legal implementation of this issuance decision-making procedure ten
3、 This issuance meets the issuance conditions stipulated in the securities law eleven
4、 This issuance meets the issuance conditions stipulated in the gem registration measures 12 v. the issuer complies with the measures for the registration of gem and the Shenzhen Stock Exchange gem stock issuance
Requirements on the positioning of the gem in the municipal audit rules Vi. about the issuer's compliance with the requirements in the examination rules for the issuance and listing of gem shares of Shenzhen Stock Exchange
Listing criteria twenty
7、 Main risks of the issuer twenty
8、 Evaluation of the development prospect of the issuer twenty-four
9、 Main operating conditions after the audit base date 38 Section IV description of other matters 39 I. whether the shareholders of the issuer are registered in accordance with the measures for the registration and filing of private investment fund managers
(for Trial Implementation) the verification of the implementation of the filing procedures thirty-nine
2、 Verification opinions of the recommendation institution on hiring a third party thirty-nine
Attachment: forty-two
Section 1 basic information of this securities issuance
1、 Basic information of relevant personnel designated by the recommendation institution
(I) sponsor representative
Zhongtian Guofu securities designated Chen Huawei and Chang Jiang as the sponsor representatives of Dako for the IPO and listing on the gem.
The practice of the above two sponsor representatives is as follows:
Chen Huawei: Director of Zhongtian Guofu securities investment banking department, sponsor representative, certified tax agent and certified asset appraiser. As the principal or core member, he has successively participated in Gansu Jiu Steel Group Hongxing Iron And Steel Co.Ltd(600307) ( Gansu Jiu Steel Group Hongxing Iron And Steel Co.Ltd(600307) . SH) non-public offering, Anyuan Coal Industry Group Co.Ltd(600397) ( Anyuan Coal Industry Group Co.Ltd(600397) . SH) major asset restructuring project, Zhangze electric power ( Jinneng Holding Shanxi Electric Power Co.Ltd(000767) . SZ) major asset restructuring project, Southwest Securities Co.Ltd(600369) ( Southwest Securities Co.Ltd(600369) . SH) absorbing and merging Guodu securities financial consulting project Founder Securities Co.Ltd(601901) ( Founder Securities Co.Ltd(601901) .SH) Holdings merged with national securities financial advisor projects, Maui logistics ( Zjbc Information Technology Co.Ltd(000889) .SZ) major asset restructuring, Victor Veken Technology Co.Ltd(600152) .SH ( Veken Technology Co.Ltd(600152) .SH) major asset restructuring, Saurer Intelligent Technology Co.Ltd(600545) ( Saurer Intelligent Technology Co.Ltd(600545) .SH) backdoor listing, Nuode Investment Co.Ltd(600110) ( Nuode Investment Co.Ltd(600110) .SH) non-public offering, Veken Technology Co.Ltd(600152) ( Veken Technology Co.Ltd(600152) .SH) non-public offering, Dongguan Mentech Optical & Magnetic Co.Ltd(002902) ( Veken Technology Co.Ltd(600152) ), and (()) and other projects.
Chang Jiang: Director of Zhongtian Guofu securities investment banking department and sponsor representative. He once participated in the restructuring and IPO of China's salt industry as the principal or core member, Chongqing Iron & Steel Company Limited(601005) ( Chongqing Iron & Steel Company Limited(601005) . SH) major asset restructuring, Skyworth Digital Co.Ltd(000810) ( Skyworth Digital Co.Ltd(000810) . SZ) backdoor listing, haoningda ( Shenzhen Hemei Group Co.Ltd(002356) . SZ) major asset restructuring, Maoye logistics ( Zjbc Information Technology Co.Ltd(000889) . SZ) major asset restructuring, Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) ( Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) . SZ) major asset restructuring ( Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) . SZ) GEM IPO and other projects.
(II) Project Co sponsors and other project team members
Co organizer of the project: Gu Junyi, managing director of Zhongtian Guofu investment banking department, has presided over and participated in Chongqing Iron & Steel Company Limited(601005) ( Chongqing Iron & Steel Company Limited(601005) . SH) corporate bonds, Beijing Yanjing Brewery Co.Ltd(000729) ( Beijing Yanjing Brewery Co.Ltd(000729) . SZ) convertible bonds, China Merchants Energy Shipping Co.Ltd(601872) ( China Merchants Energy Shipping Co.Ltd(601872) . SH) non-public offering, China Merchants Bank Co.Ltd(600036) ( China Merchants Bank Co.Ltd(600036) . SH) share allocation, non-public offering of Paisi shares ( Shuifa Energas Gas Co.Ltd(603318) . SH), Dongguan Mentech Optical & Magnetic Co.Ltd(002902) ( Dongguan Mentech Optical & Magnetic Co.Ltd(002902) . SZ) IPO Huizhou China Eagle Electronic Technology Co.Ltd(002579) ( Huizhou China Eagle Electronic Technology Co.Ltd(002579) .SZ) major assets heavy Moso Power Supply Technology Co.Ltd(002660) ( Moso Power Supply Technology Co.Ltd(002660) .SZ) major asset reorganization, Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) ( Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) .SZ) major asset restructuring, Ledman Optoelectronic Co.Ltd(300162) ( Ledman Optoelectronic Co.Ltd(300162) .SZ) major asset restructuring, Qinghai Jinrui Mineral Development Co.Ltd(600714) ( Qinghai Jinrui Mineral Development Co.Ltd(600714) .SH) major asset restructuring, Vico extract ( Veken Technology Co.Ltd(600152) .SH) major asset restructuring, Xinjiang urban construction (Major) asset restructuring, major technology assets reorganization and other projects.
Other members of the securities issuance project include: Wen Lin, Xue Shun, Chao Yan, Peng wurui, Tan Xiaoxiao, Cheng Xi and Li lulu.
All the above project members have securities practice qualifications and have no record of being punished by regulatory authorities.
3、 Basic information of the issuer
(I) overview of the issuer
Shenzhen dakowei Biotechnology Co., Ltd
English Name: Dakewe biotech Co., Ltd
The registered capital is 59.967 million yuan
Legal representative: Wu Qingjun
Unified social credit code 91440 Jiangsu Canlon Building Materials Co.Ltd(300715) 244316l
Date of establishment of the company: November 4, 1999
Date of incorporation: March 22, 2016
Address: 1501 and 1502, building D3, Nanshan Zhiyuan, No. 1001, Xueyuan Avenue, Changyuan community, Taoyuan Street, Nanshan District, Shenzhen
Postal Code: 518073
Tel: 075526413840
Fax: 075526413840
Internet address http://www.dakewe.com.
E-mail [email protected].
General business items are: import and export business, China Trade (excluding franchised, specially controlled and franchised commodities); Biotechnology consulting, R & D and sales of scientific instruments and reagents (excluding flammable, explosive, hazardous chemicals and other restricted items). The business scope of the licensed business items is: Class II and class III 6858 medical cold therapy, low temperature and refrigeration equipment and appliances, class II 6841 medical laboratory and basic equipment and appliances, class II and class III 6840 clinical inspection and analysis instruments, class II 6826 physical therapy and rehabilitation equipment, class II Class III 6821 medical electronic instruments and equipment (except class III 6821-1, 6821-2 and 6821-3).
(II) type of securities issuance
Initial public offering of RMB common shares (A shares).
(III) stock exchange to be listed
Shenzhen Stock Exchange (GEM).
4、 Description of the relationship between the sponsor and the issuer
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties or held by the issuer or its controlling shareholders, actual controllers and important related parties through participating in the strategic placement of this offering
Guiyang Zhongtian, one of the shareholders of the issuer, is a wholly-owned subsidiary of Zhongtian Guofu securities, the sponsor of this offering. Guiyang Zhongtian holds 1895377 shares of the issuer, accounting for 3.16% of the total share capital of the company before this offering.
Except for the above circumstances, there is no direct or indirect equity relationship or other equity relationship between the issuer and the intermediary of this issuance and its principals, senior managers and handling personnel.
Zhongtian Guofu securities has conducted a conflict of interest and independence compliance review on the issuance project. Guiyang Zhongtian, a wholly-owned subsidiary of Zhongtian Guofu securities, a recommendation institution, holds 1895377 shares of the issuer, with a shareholding ratio of 3.16% and no more than 7%, which does not constitute a conflict of interest that should be jointly recommended as stipulated in Article 42 of the measures for the administration of securities issuance and listing recommendation business. Zhongtian Guofu securities has established a sound separation wall system, management measures for conflict of interest and Independence Review and recommendation business procedures, which are strictly implemented in business operation, so as to ensure independent decision-making of recommendation business and effectively prevent conflict of interest.
Therefore, such circumstances will not affect the fair performance of the recommendation responsibilities of the recommendation institution and its recommendation representative.
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) the recommendation representative of the recommendation institution and his / her spouse, directors, supervisors and senior managers do not have the rights and interests of the issuer or hold office in the issuer.
(IV) the controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantee or financing to each other.
(V) there is no other related relationship between the recommendation institution and the issuer.
To sum up, there is no situation between the issuer and the recommendation institution that affects the recommendation institution and its recommendation representative to perform the recommendation duties fairly.
5、 Internal audit procedures and core opinions of the recommendation institution
(I) internal audit procedure
The core application of the sponsor for this project is divided into three review stages, namely, preliminary review, examination and core stage.
1. Preliminary examination stage
(1) After the acceptance of the core application, the project quality control department shall assign auditors to be responsible for the comprehensive audit of the project, and independently check and judge whether all materials and documents to be submitted, submitted, issued or disclosed meet the relevant requirements of laws and regulations, relevant provisions of CSRC and stock exchange, self-discipline rules, as well as the substantive problems and risks of the project. At the same time, the risk control department shall appoint auditors to review the project materials and issue corresponding feedback.
(2) The project has carried out on-site verification in accordance with the company's regulations. The on-site verification is in the charge of the auditors of the project quality control department, and the nuclear department sends personnel to participate. The project has conducted two on-site inspections. The project quality control department and the core department conducted the first on-site inspection of the IPO project at the issuer's office in Shenzhen from December 28 to 31, 2020, and the second on-site inspection of the IPO project at the issuer's office and factory in Shenzhen from June 7 to 10, 2021 and June 17, 2021, And issue the on-site verification report after completing the on-site work.
(3) After the on-site verification, the project quality control department shall organize and hold the preliminary review meeting of the project according to the reply of the project team to the on-site verification report. The preliminary review meeting will discuss the major problems and risks existing in the project, and put forward corresponding solutions and modification opinions.
(4) The project team replied in writing to the problems mentioned in the on-site verification report and other problems raised in the preliminary review meeting, supplemented and modified the application materials, and submitted them together with the modified electronic version
