On December 12, 2023, Shanghai Guochuang Pharmaceutical Co., Ltd. applied for withdrawal of the issuance and listing application documents, and the Shenzhen Stock Exchange decided to terminate the review of its initial public offering** and listing on the GEM. 
Shanghai Guochuang Pharmaceutical Co., Ltd. *** Guochuang Pharmaceutical").It is a comprehensive pharmaceutical company, whose main business is R&D, production, sales and high-quality pharmaceutical products, and has formed a two-wing development pattern with drug R&D and production as the mainstay, supplemented by drug sales and promotion. The company's self-produced products have covered nervous system diseases, digestive system diseases, cardiovascular diseases, psychiatric diseases, immune system diseases and other fields, and the representative products include pregabalin capsules, glimepiride, Yixinshu granules, etcAmong them, pregabalin capsule, a representative product of the company's chemical drug preparations, is the first generic drug in ChinaIt has passed the consistency evaluation and entered the national centralized drug procurementIn 2022, the market share of domestic manufacturers in the domestic market ranked first；Yixinshu Granules, a representative product of Chinese patent medicine, is the only sugar-free granule among similar products in China, and has won the bid for centralized procurement in 19 provinces and regions of Chinese patent medicine, and in 2022, Zhongtai Yixinshu Granules ranked fourth in the domestic market share of all dosage forms.
In 2022, the company's main product in the field of pharmaceutical commerce, quetiapine fumarate sustained-release tablets (Foshan Deruike), ranked first in the domestic market shareControlling shareholder and actual controller
From the beginning of the reporting period to the date of dismantling of the red-chip structure (December 25, 2020), Guochuang Co., Ltd. was a wholly foreign-owned enterprise and the controlling shareholder of Hong Kong Kanglian CompanyAfter the dismantling of the red-chip structureThe company has no controlling shareholder. The company has no actual controllerAs of the date of this Prospectus, the top 10 shareholders of the Company and their shareholdings are as follows:
Key financial data and financial indicators
The specific listing criteria selected by the issuer: The net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan. Use of Proceeds
The number of the public offering does not exceed 19,916,670 shares, accounting for no less than 25% of the total share capital after the issuance, and is expected to raise 700 million yuan
On September 26, 2023, the exchange has issued the third round of review inquiry letters, and the issuer has not replied so far!
1.About the issuer's innovation and core competitivenessThe application documents show:
The production approval and core technology of the issuer's core product, pregabalin capsules, were acquired by Chongqing Saiwei in 2018, the proportion of the product to the issuer's revenue in the reporting period was respectively. 46% and 3705%, accounting for the proportion of the issuer's gross profit respectively. 11% and 6202%。The production approval and core technology of other core products, Yixinshu Granules and Neckkang Capsules, were acquired by Shandong Zhongtai in 2021(2) At the end of 2022,The issuer acquired the drug registration approval for quetiapine fumarate sustained-release tablets held by Foshan Derui for 60 million**
(3) The proportion of the issuer's main business income** to its self-produced products is approximately 50%, and the main business income realized by its own products is 21,152400,000 yuan, 19,908130,000 and 25,224950,000 yuan, the main products are pregabalin capsules, telmisartan tablets, Yixinshu granules and Neck Kang capsules. The remainder of the revenue** is attributable to ** (approximately 40% of revenue) and promotional services (approximately 10% of revenue).(4) The issuer's research projects include pregabalin capsules after marketingFor clinical research projects, the R&D departments of the issuer mainly include the Synthesis Research Department, the Process Research Department, the Formulation Research Department, the Analytical Research Department, the Quality Management Department, the Clinical Management Department and the Registration Department, but the allocation of working hours of part-time R&D personnel is not specified.
Issuer please:
1) Explain the core competitiveness of the issuer and the specific performance of the issuer's innovation based on the acquisition of the issuer's existing core products, the production approval documents and technologies of the main products of the issuer in the third party, the R&D capabilities of the issuer's technical team and the progress of the research projects. (2) Classify R&D projects according to existing product process or efficacy research, new product research, etc., explain the expected R&D completion and listing time of the issuer's products under development, product echelon, market space of the main products under development, and combine the growth space of the sales revenue of the main products, the issuer's future development plan, the progress and implementation of the projects under development, the product echelon structure, and the market capacity of the newly acquired product quetiapine fumarate sustained-release tablets, Expected performance, analyze and explain the growth of the issuer's main business, and whether the growth of operating income mainly depends on purchased products.
3) Explain the basis for the identification of R&D personnel, whether there have been major changes in the identified personnel before and after the reporting period, the collection and distribution of relevant personnel and salaries engaged in R&D on a part-time basis, the main content of R&D projects, whether R&D activities and production activities are clearly distinguishable, the reasonableness of including post-marketing clinical research project expenditures in R&D investment, and whether they comply with industry practices and accounting standards.
4) Explain the core competitiveness or core resources of the issuer's ** and promotion service business, the technical content of such business, the issuer's future business development focus and planning, and whether the issuer relies on the aforementioned business. Sponsors are advised to express their clear opinions prudently.
3.About the promotion service business and the promotion service providerThe application documents show:(1) During the reporting period, the revenue from the issuer's promotion service business generally showed an upward trend, mainly due to the continuous increase in the revenue from the promotion service business of quetiapine fumarate sustained-release tablets.
(2) The issuer also sells quetiapine fumarate sustained-release tablets and adefovir disodisid tablets at the same time, and provides promotion services for them. (3) During the reporting period, the company's promotion service costs were mainly composed of employee salaries, marketing service fees and other expenses.
Issuer please:(1) Explain the reasons for ** quetiapine fumarate sustained-release tablets and adefovir disoxil tablets, and provide promotion services for them at the same time, whether it is an industry practice;Explain the relationship between the two businesses in combination with the specific contract terms of sales and promotion services, the settlement method of business and promotion services, and whether there is confusion between settlement and accountingCombined with the contract terms of the promotion service business, the undertaking and outsourcing of the promotion business, the specific work content actually undertaken by the issuer, and whether the issuer is the main responsible person or the first person in the transaction, etcExplain the compliance of the promotion business to use the gross method to recognize revenue
2) Explain the sales of Quetiapine Fumarate Sustained-Release Tablets, whether there are other promotion service providers, and the changes and reasonableness of indicators such as the number of times the issuer has carried out promotion services, single charge or single income and other indicators;Combined with the issuer's pricing methods for different types of promotional activities, explain the specific relationship between the issuer's promotion revenue and the sales volume of related products, the holding of promotional activities, and whether there is a material difference between the reasonableness of the pricing of promotion services and those of comparable companies in the same industry;(3) Explain the differences between the issuer's promotion service business and business content before and after the centralized procurement policyAfter quetiapine fumarate sustained-release tablets were included in the national centralized procurement in 2021, the reasons and reasonableness of the further increase in the income of related promotion services；After the issuer's acquisition of quetiapine fumarate sustained-release tablets, the issuer's development plan for the promotion service business.
4) Explain the specific composition of the operating costs of the issuer's promotion service business, combined with the pricing methods of the issuer and the main promotion service providers, explain the unit cost and the reasonableness of the changes in different types of promotion activities, the differences in the cost of a single promotion and the revenue of a single promotion under different promotion activities and their reasonableness, the gross profit space of the issuer's promotion service business, whether it is consistent with comparable companies in the same industry, the issuer's different types of promotion services and their gross profit margins, The reasons and reasonableness of the increase in the gross profit margin of the issuer's promotion services business. (5) Explain the specific circumstances of the main promotion service providers involved in the issuer's promotion service business, including but not limited to the promotion service provider's establishment time, number of employees, social security participants, cooperation history, proportion of revenue from the issuer, whether it is exclusively for the issuer, and the specific transactions with the promotion service provider with a relatively high proportion of the issuer's revenue, relatively short establishment time or significantly small number of employees, The matching of the promotion fee with the sales amount in the promotion area, and whether there is any overlap between the main promotion service providers and the self-produced business promotion service providers involved in the issuer's promotion service business.
6) Explain whether the promotion service provider involved in the promotion service business and self-produced business has any non-real promotion transactions such as cooperating with others to open a false business for themselves, allowing others to open a false business for themselves, or introducing others to make a false business, whether the promotion service provider has been subject to administrative penalties for violations of laws and regulations in the process of undertaking the issuer's promotion service activities, and the supervision mechanism for the compliance of the issuer's daily marketing activities for the promotion service provider, the issuer and its actual controllers, directors, supervisors, senior executives, Whether the relevant promotion service provider has committed commercial bribery and other violations of laws and regulations. The sponsor is requested to express a clear opinion, the reporting accountant is requested to express a clear opinion on (1)-(4), and the issuer's lawyer is requested to express a clear opinion on (6). The sponsor and the reporting accountant are requested to explain the specific verification methods, processes and conclusions of whether there is commercial bribery or non-genuine promotion transactions with the promotion service provider, whether the issuer's sales promotion personnel, directors, supervisors and senior executives, the issuer and its affiliates have withdrawn large amounts of cash or have abnormal capital transactions with the promotion service provider, etc., in light of the relevant fund flow verification
7.About the actual controller and historical evolutionThe application documents show:(1) Zhu Xiaoqing and Ye Xiaoping hold issuer 1425% stake. Chen Xiulian is tf klThe ** manager, the upper shareholder of VM KL, controls the issuer through these 2 entities 625% stake. XIN Ping Holding and CheerfulGold, TF KL and VM KL are acting in concert with each other.
(2) Zhu Xiaoqing, Ye Xiaoping and Chen Xiulian together hold about 21% of the shares of the issuer, and Wei Jianmin holds 159% of the shares. (3) Zhu Xiaoqing and Ye Xiaoping's shareholding in the issuer can be traced back to the period from 1999 to 2003Ye Xiaoping and Lee Hsin, the largest shareholder in the history of the issuer, were colleagues and jointly founded the predecessor company of Kanglian Holdings (the issuer's original listed entity).During the reporting period, the issuer and Ye Xiaoping actually controlled Tigermed (300347SZ) and its subsidiaries to establish cooperative relations, procure R&D services, and provide clinical trial site management servicesThe main counterparty of Chongqing Saiwei Asset Group (including Pregabalin capsules, the issuer's core main product) acquired by the issuer in 2018 is Wang Xiaojun, another actual controller of TigermedOn this basis, Zhu Xiaoqing, Ye Xiaoping and his wife, and Tigermed hold the shares of the issuer through Hangzhou Taikun, Hangzhou Tigermed Equity Investment and other entities (including a number of private equity investments**).
(4) In 2007, the original shareholders of the issuer transferred their shares at a lower rateUp to now, the issuer and the intermediary have not obtained confirmation from some historical shareholders on the equity transfer
Issuer please:(1) Explain the reasons, specific contents, and time limits for the formation of a concerted action relationship between Xin Ping Holding and Cheerful Gold, TF KL and VM KL, and the resolution mechanism of related disagreements and disputes.
2) Explain the relationship between Zhu Xiaoqing, Ye Xiaoping and Chen Xiulian, the basic situation of Chen Xiulian and her control over TF KL and VM KL, and the time, background and reasons why Chen Xiulian became a shareholder or indirect shareholder of the issuer. (3) Analyze and explain the degree of dependence of the issuer on Tigermed's business and technology, the impact of Tigermed and its actual controller on the issuer based on the issuer's business dealings, asset acquisitions, shareholders and their investments, and the reasons, basis and reasonableness of not identifying Zhu Xiaoqing, Ye Xiaoping and his wife or the actual controller of Tigermed as the controlling shareholder or actual controller of the issuer.
4) Explain the background and reasons for the equity transfer in 2007, the reasons for Haide Liye, Xu Jie and Zheng Hui to acquire the issuer, the specific reasons why some shareholders did not obtain the confirmation of the equity transfer and alternative verification measures. (5) Explain whether there are customers, merchants, promotion service providers and their major shareholders of the issuer among the existing direct or indirect shareholders of the issuer.
Ask the sponsor and the issuer's lawyer to give a clear opinion.