UBS Securities LLC
About Shanghai Haohai Biotechnology Co., Ltd
Initial public offering and listing on the CRE Board
Continuous Supervision Sponsorship Summary Report
With the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") on the approval of the initial public offering registration of Shanghai Haohai Biotechnology Co., Ltd. (CSRC license [2019] No. 1793), Shanghai Haohai Biotechnology Co., Ltd. (hereinafter referred to as "Haohai Biotechnology" or "issuer" or
The "Company") has an initial public offering of 17,800,000 A shares at a price of 89.23 yuan per share and will be issued in October 2019.
It will be listed and traded on the Shanghai Stock Exchange's Science and Technology Board from March 30. UBS Securities Co., Ltd. (hereinafter referred to as "UBS Securities" or "sponsor"), as the sponsor of the company's initial public offering of shares and listing on the science and technology innovation board, shall be responsible for the continuous supervision of Haohai Shengke after its listing in accordance with the relevant provisions such as the administrative measures for the recommendation business of securities issuance and listing and the listing rules of science and technology innovation board of Shanghai Stock Exchange
until December 31, 2022. At present, the period of continuous supervision has expired, and the sponsor institution, in accordance with the Securities Issuance
The relevant provisions of the Measures for the Administration of Listed Sponsorship Business issued a summary report on the sponsorship of Haohai Biotech, as follows:
1. Sponsor and Sponsor Representative Commitment
1. There are no false records, misleading statements or material omissions in the contents of the sponsor summary report and supporting documents and related materials, and the sponsor and the sponsor representative shall bear legal responsibility for their authenticity, accuracy and completeness.
2. The sponsor and the sponsor representative voluntarily accept any inquiries and investigations conducted by the CSRC on matters related to the sponsor summary report.
3. Sponsor institutions and sponsor representatives voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the Administration of Securities issuance and listing Sponsorship Business and other relevant provisions.
Basic Information of 2. Sponsor Institutions
Registered address: F1201-F1210, F1211B-F1215A, F1231-F1232, 15th floor, F1519-F1521 and F1523-F1531, 12th floor, Yinglan International Financial Center, No. 7 Financial Street, Xicheng District, Beijing
Main office address: F1201 -12/F, Yinglan International Financial Center, 7 Finance Street, Xicheng District, Beijing-
F1210, F1211B-F1215A, F1231-F1232 unit, 15-layer F1519-F1521, F1523-F1531 unit
Legal Representative: Chen
Sponsor representatives: Sun Lijun, Luo Yong
Contact: Luo Yong
Tel: 021-3866 8468
3. Issuer Basic Information
Issuer Name: Shanghai Haohai Biotechnology Co., Ltd.
Stock code: 688366
Registered capital: 177.8453 million yuan
Registered Address: No.5 Dongjing Road, Songjiang Industrial Zone, Shanghai
Main Office Address: 23rd Floor, Wenguang Building, 1386 Hongqiao Road, Changning District, Shanghai
Legal Representative: Hou Yongtai
Actual controllers: Jiang Wei and You Jie (husband and wife)
Secretary of the Board: Tian Min
Tel: 021-5229 3555
Type of Securities Issuance: Initial Public Offering
This securities listing time: October 30, 2019
Place of listing of the securities: Shanghai Stock Exchange
Note: According to the "Shanghai Haohai Biotechnology Co., Ltd. on October 29, 2021 and March 25, 2023, on the change of registered capital and the revision of the public."
Announcement of the Articles of Association of the Company, the Company, in accordance with the general authorization of the "Proposal on Granting the Board of Directors General Authorization to Repurchase H Shares" considered by the relevant general meeting of shareholders, has been concluded.
The number of H shares repurchased and canceled was 6,574,300. After the aforementioned cancellation is completed, the company's registered capital is changed to 171.271 million yuan. The company will soon
For industrial and commercial change registration.
Overview of 4. recommendation work
In accordance with the relevant regulations, the sponsor will continue to supervise the company until December 31, 2022,
The sponsor's continuous supervision period for the company's initial public offering of A- shares has expired.
(I) due diligence recommendation phase
In accordance with laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the sponsor scrupulously abides by business norms and industry norms, is honest and trustworthy, diligent and responsible, conducts due diligence on the issuer and its major shareholders, organizes the preparation of application documents and issues recommendation documents; after submitting the recommendation documents, actively cooperate with the examination and approval of the Shanghai Stock Exchange and the China Securities Regulatory Commission, organize issuers and intermediaries to respond to the opinions of the Shanghai Stock Exchange and the China Securities Regulatory Commission, and conduct professional communication with the Shanghai Stock Exchange and the China Securities Regulatory Commission; recommend stocks to the Shanghai Stock Exchange in accordance with the requirements of the exchange's listing rules Relevant documents, and finally successfully completed the sponsorship of the company.
(II) continuous supervision stage
After the completion of the company's initial public offering, the sponsor has determined the content and focus of continuous supervision according to the specific situation of the company, and has undertaken the following related work: supervising the standardized operation of the company, paying attention to the construction of the company's internal control system and the operation of the company's internal control system; supervising the company to fulfill its information disclosure obligations, reviewing relevant documents of information disclosure, and supervising the company to use and deposit the raised funds in compliance; supervise the issuer to effectively implement and improve the system to ensure the fairness and compliance of connected transactions; conduct regular on-site inspections of the company and timely submit to the Shanghai Stock Exchange relevant documents such as continuous supervision on-site inspection reports and continuous supervision regular follow-up reports.
During the period of continuous supervision, the company conducts information disclosure activities in accordance with the relevant regulations of the securities regulatory authorities, and publicly releases various periodic reports and interim reports in accordance with the law. The disclosure of all major information is true, accurate, complete, timely and effective, and there are no false records, Misleading statements or major omissions; the independence of the company and capital exchanges with controlling shareholders and other related parties, the use of raised funds, related transactions, external guarantees, and major
There are no major matters that violate the relevant normative documents such as the Rules for the Listing of Stocks on the Shanghai Stock Exchange's Science and Technology Innovation Board and the Guidelines for the Self-Regulation of Listed Companies on the Shanghai Stock Exchange's Science and Technology Innovation Board No. 1-Standardizing Operation.
Major events occurring during the performance of the 5.'s sponsorship duties and their handling
(I) to adjust the implementation progress of some fund-raising projects.
The company's fund-raising project of Shanghai Haohai Biotech International Pharmaceutical Research and Development and Industrialization Project (hereinafter referred to
"208 Engineering Project") was originally planned to reach its intended serviceable state by the end of 2023. In early 2020, 208
The construction personnel of the project were unable to arrive in time according to the original plan, resulting in the construction progress of the project being less than expected. In the project equipment procurement stage, it is more difficult to purchase, deliver and accept relevant equipment, especially imported equipment, which leads to the extension of equipment confirmation and delivery time, thus slowing down the implementation progress of the 208 project than expected. In order to ensure that the construction results of the fund-raising project can better meet the company's production and operation needs, on the basis of full consideration of the current project construction progress and the use of the raised funds, after careful evaluation, the 208 project is expected to be postponed to reach a usable state by the end of 2025. The adjustment of the implementation progress of the 208 project is made by the company according to the actual implementation of the 208 project and after careful demonstration. It only involves the delay of the date when the 208 project reaches the predetermined usable state, and does not change the investment content and investment purpose of the raised funds, The total amount of investment of raised funds and the implementation subject, there is no situation of changing the investment direction of raised funds in disguise and harming the interests of shareholders, it will not have a significant adverse impact on the normal production and operation of the company. The above extension was deliberated and approved by the 34th meeting of the Fourth Board of directors and the 21st meeting of the Fourth Board of supervisors, and the sponsor has issued verification opinions on the matter.
(II) over-raised funds for projects under construction
After the company held the tenth meeting of the fourth board of directors and the fourth board of supervisors on December 30, 2019
At the sixth meeting, the proposal on using part of the over raised funds to permanently supplement the working capital was deliberated and passed, and it was agreed that the company should use part of the over raised funds of RMB 13,000,000.00 yuan to permanently supplement the working capital. The use of part of the over raised funds to permanently supplement the working capital will not affect the capital demand for the construction of investment projects, High-risk investment and financial assistance for others will not be made within 12 months after the supplementary working capital. The thing
Item has been approved by the Company's First Extraordinary General Meeting of Shareholders in 2020 on February 14, 2020.
The Agency has issued a verification opinion on the matter.
The 16th meeting of the 4th Board of Directors and the 4th Supervisory Board held by the Company on May 14, 2020
At the 10th meeting of the board of directors, the proposal on changing the use of over raised funds and using the remaining over raised funds to invest in the first phase construction project of Jianhua biological Fengxian base was deliberated and passed, and it was agreed that the company should use the over raised funds of RMB 32.4118 million (including interest) raised by the initial public offering of shares, and the over raised funds of RMB 13.1104 million (including interest) previously used as permanent supplementary working capital, A total of 45.5222 million yuan (including interest) of over-raised funds will be used to invest in the first phase of the construction project of Jianhua Biological Fengxian Base. Company Independent Director
An independent opinion expressly consented. The motion was approved by the Company's 2019 Annual Shares on June 29, 2020.
Adopted at the Eastern Zhou Annual Conference, the sponsor has issued a verification opinion on the matter.
(III) 2020 Regulatory Work Letter
On August 22, 2020, the Company disclosed "On the Change of Limited Partners of Investment Funds and Related Matters".
Announcement of Changxing Tongrui Investment Partnership (Limited Partnership) (hereinafter referred to as "Changxing Tongrui")
limited partners and changes in capital contributions. On August 24, 2020, the Company received the Shanghai Securities Exchange.
The "Letter on the Supervision of Shanghai Haohai Biotechnology Co., Ltd.'s Participation in Investment Funds" issued by the Supervision Department of E-Exchange Science and Technology Innovation Board Company requires the company to take practical and effective measures to establish and improve internal control mechanisms, comply with regulations and prudently Carry out foreign investment, effectively ensure the safety and recoverability of the company's invested funds, and fully protect the interests of the company and small and medium investors, and in accordance with the requirements of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", according to the follow-up progress of related matters, timely and fully disclose information, and effectively fulfill the obligation of information disclosure. On August 24, 2020, the sponsor received the ''Supervision Work Letter on Urging UBS Securities Co., Ltd. to Perform Continuous Supervision Duties ''issued by the Supervision Department of the Shanghai Stock Exchange Science and Technology Innovation Board, requiring the sponsor to strictly follow the requirements of relevant rules, Implement continuous supervision responsibilities, supervise the standardization of relevant decisions of listed companies, and urge listed companies to disclose investment progress in a timely manner.
With regard to the investment fund, the sponsor and the sponsor representative have urged the listed company to focus on relevant matters through written and oral means, to perform internal decisions in strict accordance with relevant rules and systems, and to perform information disclosure obligations in a timely manner.
(IV) 2021 Regulatory Work Letter
On February 22, 2021, the Company disclosed the Announcement on Acquisition of Equity and Foreign Investment, Announcement
Ltd. (hereinafter referred to as "Ouhua Meike" or "Target Public."
Division ") part of the equity, at the same time agreed to increase capital to the European and American Branch.Appropriate. On February 26, 2021, the Company received
The "Supervision Work Letter on Matters Related to Shanghai Haohai Biotechnology Co.
With regard to the acquisition of the equity interest in Ouhua Meike, the company hired Ernst & Young (China) Enterprise Consulting Co., Ltd. to conduct financial due diligence, Shanghai Qinli (Beijing) Law Firm and Shanghai Haiyetao Law Firm to conduct legal due diligence at home and abroad, and the sponsor reviewed the relevant announcements of the company in advance.
The company has carefully checked and implemented and responded to the relevant issues concerned by the regulatory work letter item by item. For the purpose of issuing relevant verification opinions and responding to the regulatory work letter, the sponsor obtained the transaction-related information provided by the company, including its due diligence materials, the target company's financial statements and the company's articles of association, etc., and responded to the relevant questions based on the premise that the information provided by the company is true, accurate and complete. The sponsor has supervised the issuer to fulfill its obligations such as standardized operation, commitment and information disclosure.
(V) 2021, shareholders holding more than 5% of the original shares illegally reduced their holdings.
On May 31, 2021, the Company's original shareholder, Lou Guoliang, who held more than 5% of the shares, did not disclose the reduction in advance.
210,000 shares of the Company under the circumstances of the plan; on June 21, 2021, it failed to reduce its shareholding in accordance with the plan.
The company's shares were reduced by 98,999 shares. Lou Guoliang reduced his total of 308,999 shares of the company twice,
It accounts for about 0.17 of the company's total share capital, with a total reduction of 58.2839 million yuan. Lou Guoliang on June 6, 2021
On March 23, the company issued an apology announcement, expressing sincere apologies to the company and the majority of investors for these behaviors. It will re-consolidate and study relevant laws, regulations and regulatory documents, and strengthen the understanding and familiarity with relevant rules. Communicate with the company in a timely manner to avoid repeated violations of holdings. In August 2021, Mr. Lou Guoliang received the "Decision on Circular Criticism of Lou Guoliang, a shareholder of Shanghai Haohai Biotechnology Co., Ltd." issued by the Shanghai Stock Exchange. In November 2021, Mr. Lou Guoliang received the "Decision on Measures to Issue Warning Letters against Lou Guoliang" issued by the Shanghai Regulatory Bureau of the China Securities Regulatory Commission. After receiving the warning letter, Mr. Lou Guoliang said that he would take this as a warning, earnestly learn lessons, and effectively strengthen the "Securities Law", "Several Provisions on the Reduction of Shares by Shareholders of Listed Companies, Directors, Supervisors, and Senior Executives'", and "Management Measures for Information Disclosure of Listed Companies" The study of relevant laws, regulations, and regulatory documents strictly regulates the behavior of buying and selling company stocks, and actively cooperates with the company in information disclosure.
With regard to the illegal reduction of shares by the shareholder, the sponsor institution and the sponsor representative have urged the listed company to focus on relevant matters through written and oral means, and reminded the relevant personnel to strictly follow the provisions on the reduction of shares held by shareholders, directors, supervisors and senior management of listed companies on the Shanghai Stock Exchange.
The Rules for the Implementation of the Shareholding Reduction of Personnel and other relevant provisions shall be carried out to reduce the shareholding and fulfill the obligation of information disclosure in a timely manner. The 6.'s explanation and evaluation of the issuer's cooperation with the sponsor.
(I) due diligence recommendation phase
The company can provide relevant documents, materials and information to the sponsor in a timely manner, and ensure the authenticity, accuracy and completeness of the documents, materials and information provided, and ensure that there are no false records, misleading statements or major omissions; in accordance with relevant laws and regulations, Actively cooperate with the sponsor's due diligence and verification work, and provide necessary conditions and convenience for the sponsor's stock issuance and listing recommendation work.
(II) continuous supervision stage
The company can regulate its operation in accordance with the requirements of relevant laws, regulations and rules, and conduct information disclosure and use of raised funds in accordance with relevant requirements, and submit relevant documents to the sponsor; actively cooperate with the sponsor and the sponsor representative's on-site inspection and other supervision work; Provide necessary convenience for the recommendation work.
Explanation and evaluation of the 7. on the participation of securities service institutions in the issuance and listing of securities
The intermediary agencies hired by the company can actively cooperate with the company and the sponsor's securities issuance and listing related work, and provide necessary support and convenience.
Concluding Opinions of the 8. on the Review of the Issuer's Information Disclosure
The sponsor believes that the company's information disclosure during the continuous supervision period complies with the relevant laws and regulations such as the Measures for the Administration of Information Disclosure of Listed Companies, ensuring the authenticity, accuracy, completeness and timeliness of information disclosure, and there are no false records, misleading statements or material omissions.
Concluding comments of the 9. on the review of the use of funds raised by the issuer
The company has adopted a special account storage system for the raised funds. After inquiring about the relevant vouchers and bank statements for the storage and use of the company's special account for raised funds, and reviewing the company's audit report, the special report on the storage and use of the annual raised funds, the accountant's verification report on the annual storage and actual use of the raised funds, and the company's Relevant management rules and regulations, the sponsor believes that the use of the company's initial public offering of shares strictly implements the special account storage system for raised funds, compliance with the China Securities Regulatory Commission's Supervision of Listed Companies
Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022), Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation and other laws, regulations and institutional documents, There is no disguised change in the use of funds raised and damage to the interests of shareholders.
10. other matters required by CSRC and Shanghai Stock Exchange
At present, the company has not yet used up the funds raised, the sponsor will continue to perform the continuous supervision responsibility related to the use of the funds raised.
(No text below)
(There is no text on this page, which is the signature page of the summary report of UBS Securities Co., Ltd. on the initial public offering of shares of Shanghai Haohai Biotechnology Co., Ltd. and the continuous supervision and recommendation of listing on the science and technology innovation board)
Signature of Sponsor Representative:
Sun Lijun
Luo Yong
UBS Securities LLC
Year Month Day
Ticker Name
Percentage Change
Inclusion Date