China Securities Co.Ltd(601066)
about
Shandong Sanyuan Biotechnology Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor
November, 2001
Statement of recommendation institution and recommendation representative
China Securities Co.Ltd(601066) and Lu danjun and Chen Lei, the sponsor representatives of the project, are honest, trustworthy, diligent and responsible in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, the relevant provisions of the CSRC and the relevant business rules of Shenzhen Stock Exchange The issuance recommendation letter is issued in accordance with the industry practice norms and ethical standards, and the authenticity, accuracy and completeness of the issuance recommendation letter are guaranteed.
catalogue
interpretation…… Section 1 basic information of this securities issuance 4 I. The sponsor representative specifically responsible for the recommendation of this securities issuance 4 II. Co sponsors of the securities issuance project and other members of the project team 4 III. basic information of the issuer 5 IV. description of the relationship between the sponsor and the issuer 5 v. internal audit procedures and core opinions of the recommendation institution 6. Verification of private investment fund filing by the sponsor Section 2 commitments of the sponsor Section III verification of paid employment of third-party institutions and individuals 10 I. verification of the sponsor’s paid employment of a third party and other related acts 10 II. Verification of the issuer’s paid employment of a third party and other related acts 10 section IV recommendations for this offering 12 I. the decision-making procedure of the Issuer on this issuance is legal 12 II. This offering complies with relevant laws and regulations 12 III. main risk tips of the issuer 15 IV. evaluation on the development prospect of the issuer 18 v. verification of main business conditions after the audit deadline Vi. recommendation conclusion of the recommendation institution on this securities issuance nineteen
interpretation
In this issuance recommendation letter, unless otherwise specified, the following words have the following specific meanings: the issuer, the company, the company, Shandong Sanyuan Biotechnology Co., Ltd., Sanyuan Biotechnology Co., Ltd
Sanyuan Biotechnology Co., Ltd. refers to Binzhou Sanyuan Biotechnology Co., Ltd
Luxin capital refers to Shandong Luxin capital market development equity investment fund partnership (limited partnership)
Shandong Kexin refers to Shandong Kexin Venture Capital Co., Ltd
Saraya refers to Saraya Co., Ltd. and its affiliates. Subsidiaries in various countries and regions are represented by country and region names and company abbreviations, such as American Saraya, Hong Kong Saraya, etc
Sullivan means Frost & Sullivan frost Sullivan consulting
CSRC and CSRC refer to China Securities Regulatory Commission
The share transfer system and the new third board refer to the national share transfer system for small and medium-sized enterprises
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor, lead underwriter, refers to the lawyer of China Securities Co.Ltd(601066) China Securities Co.Ltd(601066) securities issuer, Beijing Guofeng refers to the accountant of the issuer of Beijing Guofeng law firm, and Shanghui refers to the accountant of Shanghui accounting firm (special general partnership)
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
Articles of association / articles of association refers to the articles of association of Shandong Sanyuan Biotechnology Co., Ltd
The articles of Association (Draft) of Shandong Sanyuan Biotechnology Co., Ltd. formulated to adapt to the public offering and listing on the gem refers to the articles of Association (Draft) of Shandong Sanyuan Biotechnology Co., Ltd., which shall take effect from the date of the company’s initial public offering and listing
This issuance refers to the issuance of no more than 33721000 ordinary shares (A shares) by the company
The general meeting of shareholders refers to the general meeting of shareholders of Shandong Sanyuan Biotechnology Co., Ltd
The board of directors refers to the board of directors of Shandong Sanyuan Biotechnology Co., Ltd
The board of supervisors refers to the board of supervisors of Shandong Sanyuan Biotechnology Co., Ltd
The last three years and the first report refer to 2018, 2019, 2020 and January June 2021
stage
The end of each reporting period refers to December 31, 2018, December 31, 2019, December 31, 2020 and June 30, 2021
Yuan means RMB yuan
Section 1 basic information of this securities issuance
1、 The sponsor representative specifically responsible for the recommendation of this securities issuance
China Securities Co.Ltd(601066) securities designated Lu danjun and Chen Lei as the sponsor representatives of Shandong Sanyuan Biotechnology Co., Ltd. for its initial public offering and listing on the gem.
The practice of the above two sponsor representatives is as follows:
Mr. Lu danjun: sponsor representative, master’s degree, now the director of China Securities Co.Ltd(601066) securities investment banking department. He has presided over or participated in: Anhui Jinchun Nonwoven Co.Ltd(300877) (300877), Tinavi Medical Technologies Co.Ltd(688277) (688277), Daodaoquan Grain And Oil Co.Ltd(002852) (002852), Jiangxi Selon Industrial Co.Ltd(002748) (002748) initial public offering project, Liyuan refining (002501), Ning Xia Yin Xing Energy Co.Ltd(000862) (000862) non-public projects, etc.
Mr. Chen Lei: sponsor representative, master’s degree, now vice president of China Securities Co.Ltd(601066) securities investment banking department. He has presided over or participated in: Anhui Jinchun Nonwoven Co.Ltd(300877) (300877) IPO, Net263 Ltd(002467) non-public, Liyuan refining non-public, Venustech Group Inc(002439) issuing shares to purchase assets, Nantong third construction and Iat Automobile Technology Co.Ltd(300825) new third board listing and refinancing.
2、 Co sponsors of the securities issuance project and other members of the project team
(I) Co sponsor of this securities issuance project
The co sponsor of this securities issuance project is Chen Wei, and the implementation of its recommendation business is as follows:
Mr. Chen Wei: sponsor representative, master’s degree, now senior manager of China Securities Co.Ltd(601066) securities investment banking department. He has presided over or participated in projects such as Guoke Huanyu IPO, Zhejiang Asia-Pacific Mechanical & Electronic Co.Ltd(002284) convertible bonds, Beyondsoft Corporation(002649) convertible bonds, Yoozoo Interactive Co.Ltd(002174) convertible bonds, etc.
(II) other members of the securities issuance project team
Other members of the securities issuance project team include Qiu Yong, Zhao Jibing, Chen Zhenbo and Luo Xiandong.
Mr. Qiu Yong: sponsor representative, master’s degree, now the director of China Securities Co.Ltd(601066) securities investment banking department, with more than ten years of investment banking experience, has presided over or participated in the following projects: Beijing Watertek Information Technology Co.Ltd(300324) (300324) initial public offering, Beijing Supermap Software Co.Ltd(300036) (300036) initial public offering, Beijing Creative Distribution Automation Co.Ltd(002350) (002350) initial public offering, Beijing Dabeinong Technology Group Co.Ltd(002385) (002385) initial public offering Initial public offering of Bsm Chemical Co.Ltd(300796) (300796), public offering of runnong water-saving shares to unspecified qualified investors and listing at the selection level, Shanghai Hongda New Material Co.Ltd(002211) (002211) non-public offering, Shandong Pharmaceutical Glass Co.Ltd(600529) (600529) non-public offering and other restructuring projects such as Hainan Junda and Xianda agrochemical.
Mr. Zhao Jibing: sponsor representative, master’s degree, now vice president of China Securities Co.Ltd(601066) securities investment banking department. He has presided over or participated in Tinavi Medical Technologies Co.Ltd(688277) (688277) IPO, Jingao Cecep Solar Energy Co.Ltd(000591) restructuring and listing, Hunan Zhengqing directional issuance and other projects.
Mr. Chen Zhenbo: sponsor representative, master’s degree, now vice president of China Securities Co.Ltd(601066) securities investment banking department. He has presided over or participated in: Daodaoquan Grain And Oil Co.Ltd(002852) (002852) IPO, Anhui Jinchun Nonwoven Co.Ltd(300877) (300877) IPO, Nantong third construction new third board listing and other projects.
Mr. Luo Xiandong: Master’s degree. He is now the manager of China Securities Co.Ltd(601066) securities investment banking department. He has participated in Anhui Jinchun Nonwoven Co.Ltd(300877) (300877) IPO and other projects.
3、 Basic information of the issuer
Company name: Shandong Sanyuan Biotechnology Co., Ltd
Registered address: No. 89, ZhangFu Road, Binbei, Binzhou City, Shandong Province
Date of establishment: January 26, 2007
Registered capital: 101.1628 million yuan
Legal representative: Nie Zaijian
Secretary of the board of directors: Wei Zhongyong
Tel.: 0543-3529859
Internet address: www.sanyuanbz.com com.
Main business: R & D, production and sales of new sweeteners based on erythritol and compound sugar products
Type of securities issuance: initial public offering of common shares and listing on GEM
4、 Description of the relationship between the sponsor and the issuer
As of the issuance date of this issuance recommendation letter:
(I) the sponsor or its controlling shareholder, actual controller or important related party does not hold or hold the shares of the issuer or its controlling shareholder, actual controller or important related party through participating in the strategic placement of this issuance;
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the sponsor or its controlling shareholders, actual controllers and important related parties;
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers who are specifically responsible for the recommendation 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 do not provide guarantees or financing to each other with the controlling shareholders, actual controllers and important related parties of the issuer;
(V) in addition to the above circumstances, there is no other related relationship between the recommendation institution and the issuer.
5、 Internal audit procedures and opinions of the recommendation institution
(I) internal audit procedures of the sponsor on the project
At present, after recommending the project to the CSRC and Shenzhen Stock Exchange, the sponsor has carried out quality management and risk control on the project through internal verification procedures such as project approval, audit by the quality control department of the investment banking commission and audit by the core department, and performed the duty of prudent verification.
1. Project approval
The sponsor shall implement the approval procedures for the project in accordance with the rules for the establishment of China Securities Co.Ltd(601066) investment banking business.
The initiation of the project was approved by the sponsor and merger and reorganization initiation Committee of the sponsor on August 27, 2019.
2. Audit of quality control department of Investment Banking Commission
The sponsor has established a quality control department under the investment banking business Committee (hereinafter referred to as the “investment banking committee”) to implement process management and control of investment banking business risks, timely find, stop and correct problems in the process of project implementation, and achieve the goal of simultaneous completion of project risk control and project due diligence of business departments. The project leader of the project submitted an application for manuscript acceptance to the quality control department of the investment banking commission on October 20, 2020; From October 26, 2020 to October 30, 2020, the quality control department of the investment banking commission conducted on-site verification of the project and issued a project quality control report for the project on November 2, 2020.
The quality control department of the investment banking commission has established a verification system for all kinds of investment banking businesses to clarify the requirements of verification personnel, objectives, contents and procedures. The written or electronic document records formed by the nuclear inquiry shall be submitted together with the nuclear application documents when submitting the nuclear application.
3. Audit of kernel Department
The core departments of the investment banking business of the sponsor include the core Committee and the core department, of which the core committee is a non established core organization, and the core department is a permanent core organization. The kernel department is responsible for the daily operation and transactional management of the kernel Committee.
The kernel department will issue the kernel of the project on November 12, 2020 after receiving the kernel application of the project
The meeting informed that the nuclear Committee held a nuclear meeting on November 19, 2020 to consider and vote on this project. A total of 7 kernel members participated in this kernel meeting. After listening to the relevant questions answered by the project leader and the sponsor representative, the kernel committee voted on the project by open ballot. According to the voting results, the meeting considered and approved the project and agreed to recommend it to the CSRC.
The project team modified, supplemented and improved the application documents for this issuance in accordance with the requirements of the core opinions. After all the core members reviewed and had no objection, the sponsor issued the issuance recommendation letter for the project and decided to formally recommend the project to China Securities Regulatory Commission and Shenzhen Stock Exchange.
(II) opinions of the sponsor on the project
The issuance application complies with the issuance conditions of the securities law, relevant regulations of the CSRC and relevant business rules of Shenzhen Stock Exchange, and agrees to recommend to the CSRC and Shenzhen Stock Exchange as a sponsor.
6、 Verification of private investment fund filing by sponsor
