Huatai United Securities Co., Ltd
about
Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. made an initial public offering and was listed on the gem
Issuance recommendation
Sponsor (lead underwriter)
Address: 401, building B7, Qianhai Shenzhen Hong Kong fund Town, No. 128, guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
catalogue
catalogue Section 1 basic information of this securities issuance four
1、 Introduction to the staff of the recommendation institution four
2、 Basic information of the issuer 4 III. interests and main business relationship between the recommendation institution and its related parties and the issuer and its related parties
To explain five
4、 Kernel Overview Section 2 commitment of the sponsor 9 Section III recommendations for this securities offering ten
1、 Recommendation conclusion ten
2、 Description of relevant decision-making procedures for this securities issuance ten
3、 Explanation that this securities issuance meets the issuance conditions stipulated in the securities law IV. The securities issuance complies with the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Description of the prescribed conditions of issue V. the securities issuance complies with the provisions of the Shenzhen Stock Exchange GEM Listing Rules
Description of conditions 16 VI. this securities issuance is in compliance with the Shenzhen Stock Exchange gem enterprise issuance and listing declaration and recommendation provisional rules
Special instructions of the bank regulations 17 VII. Special inspection on the 2012 annual financial report of initial public offering companies
Special instructions on the verification of the matters listed in the notice of the State Council of the people's Republic of China eighteen
8、 Verification opinions on the public offering of shares by shareholders of the company twenty-three
9、 Verification opinions on commitments twenty-three
10、 Verification opinions on the performance of filing procedures by shareholders of private investment funds 24 Xi. Rationality of dilution of immediate return, measures to fill in immediate return and relevant commitment subjects
Verification opinions on the commitments of 24 XII. On strengthening the risk prevention of securities companies engaging a third party in investment banking business
Fan's verification opinion twenty-four
13、 Verification conclusion on share locking twenty-six
14、 On the verification of financial and operating conditions after the audit deadline of the financial report 26 XV. Main risk tips of the issuer 28 XVI. Evaluation on the development prospect of the issuer 35 Annex 1: 38 Annex 2: forty-one
Huatai United Securities Co., Ltd
About Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
Letter of recommendation for initial public offering and listing on GEM China Securities Regulatory Commission and Shenzhen Stock Exchange:
Prius (Shanghai) Pharmaceutical Technology Development (hereinafter referred to as the "issuer" and "Prius") applies for initial public offering in China and listing on the gem, and submits the issuance application documents in accordance with the company law, the securities law, the measures for the registration and administration of initial public offering on the gem (Trial Implementation), the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant laws and regulations. Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") is the sponsor of its application for initial public offering and listing on the gem. Xu Yanwei and Wang Zhengrui, as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for it.
The sponsor Huatai United Securities and the sponsor representatives Xu Yanwei and Wang Zhengrui promise that: the sponsor and the sponsor representative are 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 and Shenzhen Stock Exchange, and issue the recommendation letter in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, And ensure the authenticity, accuracy and completeness of the documents issued.
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
(I) sponsor representative
The sponsor representatives responsible for the recommendation are Xu Yanwei and Wang Zhengrui. The practice of its recommendation business is as follows:
Xu Yanwei: Vice President of Huatai United Securities Investment Banking Department and sponsor representative. Participated in Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Technology Innovation Board IPO, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) restructuring and listing, Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public offering, Aier Eye Hospital Group Co.Ltd(300015) non-public offering, Shengbang microelectronics A-share IPO and other projects.
Wang Zhengrui: Director of Huatai United Securities Investment Banking Department, sponsor representative and certified public accountant. Participated in the sponsor of Wuxi Apptec Co.Ltd(603259) A-share IPO, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) science and Innovation Board IPO, Bloomage Biotechnology Corporation Limited(688363) A-share IPO, Shandong Sito Bio-Technology Co.Ltd(300583) A-share IPO, Jiangsu Alcha Aluminium Group Co.Ltd(002160) non-public offering and other projects.
(II) Project Co sponsor
Liang Fangyuan is the co organizer of the IPO project of Prius, and the practice of its recommendation business is as follows:
Liang Fangyuan: Vice President of Huatai United Securities Investment Banking Department. Participated in Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) science and Innovation Board IPO, Aier Eye Hospital Group Co.Ltd(300015) major asset restructuring, Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) A-share IPO, Changjiang Runfa industry merger and acquisition, Aier Eye Hospital Group Co.Ltd(300015) non-public offering and other projects.
(III) other project team members
Other members of the project team who participated in the recommendation of Prius IPO include Liao Yixing, Zheng Wenfeng and Tang Tianyang.
2、 Basic information of the issuer
1. Company name: Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
3. Date of establishment of the company: February 22, 2013
4. Date of establishment of the joint stock company: November 9, 2016
5. Registered capital: 45 million yuan
6. Legal representative: Lai Chunbao
7. Contact: 86-2160755800
8. Business scope: engaged in technology development, technology transfer, technical consultation and technical services in the pharmaceutical field, and engaged in the import and export business of goods and Technology (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
9. Type of securities issuance: domestic listed RMB ordinary shares (A shares)
3、 Description of the interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
Huatai United Securities confirmed after self inspection that as of the issuance date of this issuance recommendation:
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties or by participating in the strategic placement of this offering:
If the issuer or this offering meets the following investment requirements of the recommendation institution, the recommendation institution will arrange the alternative investment subsidiary established according to law or the alternative investment subsidiary established according to law by the securities company actually controlling the recommendation institution (hereinafter referred to as "relevant subsidiary") to participate in the strategic placement of this issuance, which shall be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange.
If the relevant subsidiaries participate in the strategic placement of this offering, the relevant subsidiaries do not participate in the inquiry process and accept the final result of the inquiry. Therefore, the above matters have no impact on the fair performance of the recommendation responsibilities of the recommendation institution and the recommendation representative.
In addition, the sponsor 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;
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution 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;
(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 guarantees or financing to each other;
(V) there is no other related relationship between the recommendation institution and the issuer.
4、 Kernel overview
(I) description of internal audit procedure
1. The project team applies for the kernel
On April 18, 2020, after the application documents for this securities issuance were basically complete, the project team submitted a kernel application to the quality control department and submitted the kernel application documents.
2. Pre qualification of quality control department
After receiving the kernel application, the quality control department will send personnel to the project site for on-site kernel pre-trial from April 21 to 24, 2020. After the on-site nuclear pre-trial work, a written nuclear pre-trial opinion was issued on May 1, 2020.
According to the written opinions of the nuclear prequalification personnel, the project team shall check the relevant issues, modify, supplement and improve the application documents, and submit the special reply to the nuclear prequalification opinions to the quality control department after the verification and modification are completed. After the reviewers of the quality control department review the reply to the preliminary review comments and complete the acceptance of the project working paper, the reviewers of the quality control department issue the quality control report.
3. Verification by compliance and risk management department
The compliance and risk management department checks the project before the nuclear meeting in the form of a meeting. The audit committee is organized by the compliance and risk management department, and the participants include the person in charge of the recommendation business of Huatai United Securities (the person in charge of the recommendation business department), the personnel of the compliance and risk management department, the auditors of the quality control department, and the project signature recommendation representative. The examiner inquired about the important matters listed in the checklist on due diligence of important matters of sponsor projects one by one, and the sponsor representative explained the verification process, verification means and verification conclusion of relevant matters one by one.
The examiner pointed out the problems and deficiencies of the project team in the process of due diligence on important matters according to the examination of the examination and working papers, and asked the project team to make rectification. The project team shall conduct supplementary due diligence on relevant matters according to the requirements of the audit team, and supplement and improve the corresponding working papers.
4. Review of kernel team meeting
After completing the audit of the quality control department and performing the audit procedures, the compliance and risk management department considered that the project of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. for initial public offering and listing on the gem met the conditions for submission to the core group meeting of the company's investment bank equity financing business, that is, it was arranged to hold the core group meeting of the company's investment bank equity financing business on September 21, 2020 for review.
The notice of the meeting, the core application documents, the reply to the pre-trial opinions and other documents were sent to the members of the core team in the form of electronic documents 3 working days (including) before the meeting.
On September 21, 2020, Huatai United Securities held the 102nd core group meeting of equity financing business of investment bank in 2020 in the form of teleconference in the conference room where each department of investment bank is located in Beijing, Shanghai, Shenzhen and Nanjing. A total of 7 members of the kernel team participated in the meeting, and the review results were valid. All the members of the kernel team attending the meeting reviewed the kernel application documents submitted by the project team and the special replies to the pre-trial opinions of the kernel before the meeting. During the meeting, the members of each core group spoke one by one to explain the issues they thought might constitute obstacles to the issuance and listing. For the contents not clearly stated in the application documents, the project team is required to make further explanation. After full communication with the project team, propose further solutions to be taken.
The core review meeting adopts closed, open and independent voting. The voting results are divided into three cases: pass, veto and suspension of voting. The voting of the members of the review and compliance team shall be sent to the designated mailbox for voting according to the situation of the review and compliance team.
If the application for approval is approved by more than 2 / 3 of the votes of the members participating in the meeting, the approval result is passed; If the "no" vote is more than 1 / 3, the result is veto; The kernel result corresponding to other voting conditions is "suspension of voting". Members of the review team can agree unconditionally or conditionally that the project passes the nuclear review. If they agree conditionally, specific opinions shall be indicated. Through full discussion, the core meeting reviewed the IPO and GEM Listing project of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd., and the voting result was passed.
5. Implementation of the opinions of the core group
After the core group meeting, the compliance and risk management department shall summarize the contents of the audit opinion form, form the final core group opinion, and send it to the project team in the form of notification of internal audit results. In the notice of core results, it clearly states whether the application for securities issuance has passed the internal audit procedures, and lists the problems that need further verification and the requirements for revision of the application documents. The project team shall take solutions according to the opinions of the kernel team and conduct supplementary verification or information disclosure. After confirming that the contents mentioned in the opinions of the core group have been implemented, the quality control department and the compliance and Risk Management Department formally agree to issue a formal recommendation document for the issuer to recommend its initial public offering and listing on the gem.
(II) comments on the core
On September 21, 2020, Huatai United Securities held the 102nd core meeting of equity financing business of investment bank in 2020, and approved the core application of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. for IPO and listing on GEM. The review opinions of the members of the core group are: the core application for the IPO of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. submitted by your group was approved after discussion and voting at this meeting.
Section II commitment of recommendation institution
Huatai United Securities promises that it 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 the stock exchange, agreed to recommend the issuance and listing of the issuer's securities, and issued the recommendation letter of the bank accordingly. In accordance with Article 26 of the measures for the administration of securities issuance and listing recommendation business, following the industry recognized spirit of diligence and business standards, performing full due diligence procedures, and carefully checking the application documents,
