about
Weihai Baihe Biotechnology Co., Ltd
Initial public offering and listing
of
Issuance recommendation
Sponsor (lead underwriter):
(room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong)
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
statement
Gf Securities Co.Ltd(000776) and the recommendation representative specifically responsible for this securities issuance project have been honest, trustworthy, diligent and responsible in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, issued this issuance recommendation letter in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, and guaranteed the authenticity and Accuracy and completeness. 1、 Basic information of this securities issuance
(I) the sponsor of this securities issuance
Gf Securities Co.Ltd(000776) (hereinafter referred to as " Gf Securities Co.Ltd(000776) " or "the sponsor").
(II) staff of the recommendation institution for this securities issuance
1. Name and practice of the sponsor representative responsible for this securities issuance
Jin Kunming: sponsor representative, master of management, joined Gf Securities Co.Ltd(000776) in 2014. He has been responsible for or mainly participated in Guangzhou Restaurant Group Company Limited(603043) initial projects, as well as Guangdong Yantang Dairy Co.Ltd(002732) private placement, Guangzhou Holike Creative Home Co.Ltd(603898) public issuance of convertible bonds, Hainan Ruize New Building Material Co.Ltd(002596) major asset restructuring and other refinancing or M & A projects of listed companies. He has rich experience in investment banking business.
Tan Xu: sponsor representative, master of economics, with Chinese CPA qualification and lawyer qualification. He joined Gf Securities Co.Ltd(000776) in 2000. He was responsible for or mainly participated in Guangzhou Restaurant Group Company Limited(603043) , starting shares, Yipinhong Pharmaceutical Co.Ltd(300723) , Guangdong Taiantang Pharmaceutical Co.Ltd(002433) , Kingfa Sci.& Tech.Co.Ltd(600143) , Henan Hengxing Science & Technology Co.Ltd(002132) , Hainan Ruize New Building Material Co.Ltd(002596) , Guangdong Yantang Dairy Co.Ltd(002732) , Guangzhou Holike Creative Home Co.Ltd(603898) , Bestore Co.Ltd(603719) , Chongqing Baiya Sanitary Products Co.Ltd(003006) and other initial projects, as well as Guangdong Yantang Dairy Co.Ltd(002732) private placement, Toread Holdings Group Co.Ltd(300005) private placement Refinancing or M & A projects of listed companies such as Shenzhen Das Intellitech Co.Ltd(002421) private placement, Hainan Ruize New Building Material Co.Ltd(002596) major asset restructuring and Guangdong Zhengye Technology Co.Ltd(300410) major asset restructuring, with solid and reasonable professional knowledge and rich investment banking experience.
2. Name and practice of the Project Co sponsor of this securities issuance
Zeng Yanhua: sponsor representative, master of finance, joined Gf Securities Co.Ltd(000776) in 2016. He was responsible for or mainly participated in the initial projects such as Hailir Pesticides And Chemicals Group Co.Ltd(603639) and Jingtai shares, as well as Zhongtai Securities Co.Ltd(600918) initial joint lead underwriter and macro
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
Ji Tang has rich experience in investment banking business, such as listing on the new third board and directional capital increase, as well as restructuring, counseling and listing of several other enterprises.
3. Names of other project team members
Chen Fu, Wang Genyuan, Cheng Yinqi, Li Jiawei, Feng Jing, Zhang Qian.
All members of the above project team have securities practice qualifications and have no record of being punished by regulatory authorities.
(III) basic information of the issuer
1. Name of issuer: Weihai Lily Biotechnology Co., Ltd
2. English Name: Weihai Baihe biology technical Co., Ltd
3. Registered capital: RMB 48 million
4. Legal representative: Liu Xinli
5. Registered address: No. 552, Chengda Road, Swan Lake Economic and Technological Development Zone, Rongcheng City
6. Date of establishment of the joint stock company: November 14, 2013
7. Tel.: 0631-7833031
8. Contact: Sun Tongbo
9. Business scope: production and sales of food and health products; R & D, production and sales of plant extracts; Production and sales of Color Bullet capsule crafts; Sales of cosmetics; Import and export of goods and technologies within the scope of filing; Sell our products and cosmetics online. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Type of securities issuance: IPO and listing of a joint stock limited company
(IV) relationship between the sponsor and the issuer of this securities issuance
1. Guangfa Xinde Investment Management Co., Ltd. (hereinafter referred to as "Guangfa Xinde"), a wholly-owned subsidiary of Gf Securities Co.Ltd(000776) , holds 2.5 million shares of the issuer, accounting for 5.21% of the total share capital of the issuer before issuance. In addition, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold the issuer or its controlling shareholders
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
Shares of actual controllers and important related parties;
2. The issuer or its controlling shareholder, actual controller or important related party does not hold the shares of the recommendation institution or its controlling shareholder, actual controller or important related party;
3. The recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not own the rights and interests of the issuer or hold positions in the issuer;
4. The controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer do not provide guarantee or financing to each other;
5. There is no other related relationship between the recommendation institution and the issuer except the business relationship of recommending and underwriting the issuer's securities issuance.
(V) internal audit procedures and opinions of the recommendation institution
1. Internal audit procedures of the sponsor
In order to ensure the quality of the project and sponsor the listing of enterprises with standardized operation, development prospects and meeting legal requirements, the sponsor implements project process management, strictly controls the project initiation, core and other links, and controls the project risk. The recommendation institution has formulated internal systems such as the measures for the administration of Gf Securities Co.Ltd(000776) securities issuance and listing recommendation business, the provisions on due diligence of Gf Securities Co.Ltd(000776) securities issuance and listing recommendation business, the provisions on the review of Gf Securities Co.Ltd(000776) investment banking business initiation, and the handling method for the core work of Gf Securities Co.Ltd(000776) investment banking business, which specifically standardize the internal audit procedures.
2. Comments of the kernel team
The sponsor's core meeting on the initial public offering and listing of Lily shares was held on May 20, 2020, and the core members voted on May 24, 2020. The core meeting held that the industry of Baihe shares has broad prospects and standardized operation. The securities issuance meets the conditions specified in the company law, the securities law, the measures for the administration of initial public offering and listing and other laws, regulations and notices, the investment direction of the raised funds meets the requirements of national industrial policies, and the initial public offering and listing project of Baihe shares has passed the core, It is agreed to recommend Baihe shares to be issued and listed this time.
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
2、 Commitments of the sponsor
(I) the sponsor has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC, and agreed to recommend the issuer to issue securities for listing. According to the entrustment of the issuer, the sponsor has organized the preparation of this application document and issued this issuance recommendation letter accordingly.
(II) the sponsor has conducted sufficient due diligence on the issuer in accordance with the relevant provisions of the CSRC and carefully verified the application documents for this issuance. The sponsor undertakes:
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing;
2. There are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer's application documents and information disclosure materials;
3. There are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
4. There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5. Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have performed due diligence and prudent verification on the issuer's application documents and information disclosure materials;
6. Ensure that the issuance recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC according to law;
9. Other matters prescribed by the CSRC.
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
(III) the recommendation institution and the recommendation representative responsible for the recommendation of this securities issuance make a special commitment: 1. There is no other related relationship between the recommendation institution and the issuer to be disclosed;
2. The recommendation institution and the recommendation representative responsible for the recommendation of this securities issuance have not sought any illegitimate interests through the recommendation business of this securities issuance;
3. The recommendation representative responsible for the recommendation of this securities issue and his spouse do not hold the shares of the issuer in any name or way. 3、 Recommendation opinions of the sponsor on the securities issuance
(I) procedures to be performed in this securities issuance
1. The issuer has made a resolution to approve the securities issuance in accordance with the prescribed procedures
The issuer has obtained its internal approval and authorization for this securities issuance in accordance with the articles of association, the company law, the securities law and the relevant provisions of the normative documents issued by the CSRC.
The third meeting of the third board of directors held by the issuer and the 2019 annual general meeting of shareholders considered and adopted the proposal on the company's application for initial public offering and listing, the proposal on the feasibility scheme of investing the funds raised from A-share issuance, and the proposal to request the general meeting of shareholders to authorize the board of directors to handle matters related to initial public offering and listing The proposal on confirming the related party transactions and their fairness of the company in the last three years, the proposal on stabilizing the stock price within three years after the listing of a shares, the proposal on the commitments disclosed in the prospectus for the future issuance of A-Shares The proposal on agreeing to submit the company's 2017-2019 financial statements and reviewing the audit report issued by Rongcheng Certified Public Accountants (special general partnership) for the company from 2017 to December 31, 2019 and other proposals related to the securities issuance.
2. In accordance with relevant laws, regulations, normative documents and the articles of association, the contents of the above resolutions are legal and valid
The issuer's securities issuance plan has been adopted by the board of directors and the general meeting of shareholders. Its authorization procedures comply with the relevant provisions of the company law, and its contents comply with the relevant provisions of the company law, the securities law and the measures for the administration of initial public offering and listing. The purpose of the funds raised by the issuer shall comply with the relevant provisions of the measures for the administration of initial public offering and listing.
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
3. The general meeting of shareholders of the issuer authorizes the board of directors to handle matters related to the public offering and listing of RMB common shares. The above authorization scope and procedures are legal and effective.
4. According to the provisions of the securities law and the measures for the administration of initial public offering and listing, the issuer's current securities issuance must be approved by the CSRC.
5. According to the provisions of the securities law, after the securities issuance is approved by the CSRC, the application for listing and trading must be examined and approved by the stock exchange.
(II) compliance of this securities issuance
1. In accordance with the securities law, the recommendation institution has checked the issuer item by item and believes that:
(1) After verification, the issuer has established the general meeting of shareholders, the board of directors, the board of supervisors, the general manager and relevant operating institutions in accordance with the company law and the articles of association, and has a sound corporate governance structure. The issuer has established and improved the management system of each department. The general meeting of shareholders, the board of directors, the board of supervisors and the general manager perform their respective rights and obligations in accordance with the provisions of the company law, the articles of association and various working systems of the issuer. The issuer's major business decisions, investment decisions and important financial decisions are made in accordance with the procedures and rules specified in the articles of association. Therefore, the issuer has a sound and well functioning organization, which complies with the provisions of item (I) of paragraph 1 of Article 12 of the securities law.
(2) According to the standard unqualified audit report (Rong Cheng Shen Zi [2021] No. 100z0574) issued by Rongcheng Certified Public Accountants (special general partnership), the issuer's annual report for 2018, 2019 The net profits attributable to the common shareholders of the parent company in 2020 and January June 2021 (considering the lower principle before and after deducting non recurring profits and losses) are RMB 71.0311 million, RMB 74.3347 million, RMB 117.2914 million and RMB 61.6245 million respectively. During the reporting period, the issuer has good asset quality, reasonable asset liability structure, normal cash flow and sustainable operation ability, which is in line with the provisions of item (II) of paragraph 1 of Article 12 of the securities law. (3) Rongcheng Certified Public Accountants (special general partnership) has issued a standard unqualified audit report (Rongcheng Shenzi [2021] No. 100z0574) for the issuer, which is in line with the provisions of item (III) of paragraph 1, Article 12 of the securities law.
(4) According to the supporting documents issued by relevant departments and verified by the recommendation institution, the issuer and its controlling shareholders and actual controllers have not engaged in corruption, bribery, misappropriation of property, misappropriation of property or destruction of social security in the past three years
Letter of recommendation for issuance of Weihai Lily Biotechnology Co., Ltd
The criminal offence of Institutionalism in the market economic order complies with the provisions of item (IV) of paragraph 1 of Article 12 of the securities law.
(5) The issuer meets other conditions prescribed by the securities regulatory authority under the State Council approved by the State Council. 2、
