About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Letter of recommendation for initial public offering and listing on GEM
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
catalogue
catalogue Section 1 basic information of this securities issuance three
1、 Introduction to the staff of the recommendation institution three
2、 Basic information of the issuer 4 III. interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
Ming 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 provisions of the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Description of conditions V. explanation that the securities issuance meets the issuance conditions specified in the Shenzhen Stock Exchange GEM Listing Rules
...... VI. The securities issuance complies with the requirements of the Interim Provisions of Shenzhen Stock Exchange on the application and recommendation for the issuance and listing of gem enterprises
Special description 17 VII. The listing of Hualan Biological Engineering Inc(002007) split Hualan vaccine meets the domestic requirements for the spin off of subsidiaries of listed companies
The provisions of Several Provisions on pilot listing 19 VIII. Notice on special inspection of 2012 annual financial report of initial public offering companies
Special description of the verification of the following items twenty-seven
9、 Verification opinions on the public offering of shares by shareholders of the company thirty-two
10、 Verification opinions on commitments thirty-two
11、 Verification opinions on the performance of filing procedures by shareholders of private investment funds 33 XII. On the rationality of dilution of immediate return, measures to fill in immediate return and commitments of relevant commitment subjects
Verification opinion of item 33 XIII. Verification on strengthening risk prevention of honest practitioners such as securities companies hiring a third party in investment banking business
opinion...... 34 XIV. Verification conclusion on share locking 35 XV. Main risk tips of the issuer 36 XVI. Evaluation on the development prospect of the issuer thirty-nine
Huatai United Securities Co., Ltd
About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Letter of recommendation for initial public offering and listing on GEM
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as the "issuer" and "Hualan vaccine") applies for initial public offering in China and listing on the gem in accordance with the company law, the securities law, the measures for the registration and administration of initial public offering on the gem (for Trial Implementation), the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant laws and regulations, Submit issuance application documents. Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as the sponsor of its application for initial public offering and listing on the gem, and Jia Peng and Liu Xiaoning as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for it.
The sponsor Huatai United Securities and the sponsor representatives Jia Peng and Liu Xiaoning 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 in strict accordance with the business rules formulated according to law The issuance recommendation letter is issued according to the industry practice code and code of ethics, and the authenticity, accuracy and integrity of the issued documents are guaranteed.
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 Jia Peng and Liu Xiaoning. The practice of its recommendation business is as follows:
Mr. Jia Peng, master of finance, sponsor representative, has more than ten years of investment banking experience. Served as Global Infotech Co.Ltd(300465) initial public offering project, Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd. initial public offering project, Linzhou heavy machinery non-public offering project, Westone Information Industry Inc(002268) non-public offering project, Shandong Humon Smelting Co.Ltd(002237) non-public offering project, Tibet Tourism Co.Ltd(600749) non-public offering project, 360 Security Technology Inc(601360) non-public Development Bank project, Shengtong and completed Linzhou heavy machinery initial public offering project, As the financial advisor, the sponsor and Project Leader completed 360 Security Technology Inc(601360) backdoor listing project, Global Infotech Co.Ltd(300465) issuing shares to buy assets project, Beijing Shengtong Printing Co.Ltd(002599) issuing shares to buy assets project.
Mr. Liu Xiaoning, master degree, sponsor representative, CFA (Chartered Financial Analyst), frm (Financial Risk Manager). With 13 years of working experience in investment banking, he has successively participated in Langold Real Estate Co.Ltd(002305) non-public offering of a shares, Yangmei Chemical Co.Ltd(600691) non-public offering of a shares, IPO project of Shanghai balanz automobile testing equipment Co., Ltd., Tianjin Tianbao Infrastructure Co.Ltd(000965) non-public offering of A-Shares Beijing Jingcheng Machinery Electric Company Limited(600860) non public offering of a shares, and also participated in mergers and acquisitions of listed companies and several corporate bond projects in the same period.
(II) Project Co sponsor
Zuo Baoxiang is the co sponsor of the initial public offering of Hualan vaccine, and his practice of recommendation business is as follows:
Mr. Zuo Baoxiang, master of Applied Economics, has nearly ten years of working experience in investment banking. As a major member of the project team, he participated in Global Infotech Co.Ltd(300465) (300465. SZ), Sunstone Development Co.Ltd(603612) (603612. SH) and other IPO projects; Participated in non-public A-share issuance projects such as 360 Security Technology Inc(601360) (601360. SH), Inner Mongolia Yili Industrial Group Co.Ltd(600887) (600887. SH), China Transinfo Technology Co.Ltd(002373) (002373. SZ), Cachet Pharmaceutical Co.Ltd(002462) (002462. SZ), Linzhou heavy machinery (002535. SZ), Global Infotech Co.Ltd(300465) (300465. SZ), and also participated in M & A projects of some of the above companies in the same period.
(III) other project team members
Other project team members participating in the recommendation of Hualan vaccine IPO include Liu Wei, Cai Zipeng, Zhao Yan and Wu Zengming.
2、 Basic information of the issuer
1. Company name: Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
2. Registered address: No. a-1-1, Hualan Avenue, Xinxiang City, Henan Province
3. Date of establishment: November 9, 2005
4. Registered capital: RMB 360 million
5. Legal representative: Ankang
6. Contact: 0373-3559909
7. Business scope: production of various vaccines, genetic engineering biological products and sales of self-produced products.
8. Type of securities issuance: domestic listed RMB common 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 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 requirements of the sponsor for follow-up investment, the sponsor will arrange the legally established alternative investment subsidiary or the legally established alternative investment subsidiary of the securities company actually controlling the sponsor (hereinafter referred to as "relevant subsidiary") to participate in the strategic placement of this offering, 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.
As of June 28, 2021, the controlling shareholder Huatai Securities Co.Ltd(601688) of the recommendation institution indirectly holds the shares of the issuer's shareholders gaolinghuaying and chenyiqiming through multi-layer structures such as early-stage investment enterprises, and then indirectly holds 0.087% of the issuer's shares, without directly holding the issuer's shares. 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 sponsor 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 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;
(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 September 20, 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 on September 21, 2020. After the on-site nuclear pre-trial work, a written nuclear pre-trial opinion was issued on October 3, 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 shall review the project before the nuclear meeting in the form of a review 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.
According to the verification and the inspection of working papers, the auditors pointed out the problems and deficiencies existing in the due diligence of important matters of the project team, 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 by the quality control department and performing the audit procedures, the compliance and risk management department considered that the Hualan vaccine project met the conditions for submission to the company's investment bank equity financing business core group meeting for review, that is, it was arranged to hold the company's investment bank equity financing business core group meeting for review on October 30, 2020.
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 October 30, 2020, Huatai United Securities held the 118th core group meeting of equity financing business of investment bank in 2020 in the form of teleconference in the conference room where the offices of various departments of investment bank 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 comments on the kernel. 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 explanations. After full communication with the project team, propose further solutions to be taken.
The nuclear review meeting adopts closed, open and independent voting, and the voting results are divided into pass, veto and suspension of voting. Members of the review team shall vote independently according to the review and send their voting opinions to the mailbox designated by the compliance and risk management department.
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. The core meeting reviewed the Hualan vaccine project through full discussion, and the voting result was passed.
5. Implementation of the opinions of the core group
After the nuclear team meeting, the compliance and risk management department shall summarize the contents of the audit opinion form, form the final nuclear team opinion, and send it to the project team in the form of notification of internal nuclear results. In the notice of approval results, it clearly states whether the securities issuance application has passed the internal audit procedures, and lists the problems to be further verified and the requirements for revision of the application documents. The project team shall take solutions according to the opinions of the core 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 October 30, 2020, Huatai United Securities held the 118th investment bank equity financing business core meeting in 2020,
