the sponsor and the sponsor institutions of diligence, the issuer's application documents and Cheap Christian louboutin information the disclosure of information to do the investigation, prudent verification;
six, to ensure that the sponsorship letter, and fulfill sponsor responsibilities other documents do not Cheap Cell Phone Accessories exist the false records, misleading statements or material omissions;
Replica watches seven, to ensure that the professional services provided by the issuer and the professional opinions issued by the conformity with the law and administrative regulations, the China Securities Regulatory Commission regulations and industry standards ;
eight, voluntary acceptance of the regulatory measures taken by the China Securities Regulatory Commission in accordance with this approach;
nine comply with the other matters provided by the China Securities Regulatory Commission.
issue of sponsorship letter (Attachment: pedestrian growth of special views)
Section III and the recommendations of the issuance of securities, issuers of the securities issuance to fulfill the (A share) and the motion of the GEM Listing program GEM Listing matters related to the motion,
RMB ordinary shares (A shares) initial public offering of stock before the motion of the accumulated retained earnings distribution plan motion.
according to the proposal of the Board of Directors and convened, the pedestrian was held on January 12, 2011 2011 First Extraordinary Replica rolex General Meeting, the shareholders' meeting were considered by a special resolution passed the pedestrians of this A-shares issue listed on the motion.
the seventh meeting of the issuer held on August 31, 2011, the first board of directors held on September 16, 2011 2011 second extraordinary general meeting of shareholders to consider this issue to raise funds use projects have been adjusted.
given by the issuer in 2011 the first provisional shareholders meeting approved the resolution on the public offering RMB ordinary shares (A shares) of stock and related matters in the GEM Listing period will expire, issue < br>
December 26, 2011, convened the first session of the tenth meeting of the Board considered and adopted a motion on the initial public offering of RMB ordinary shares (A share) in cheap louboutin replica the GEM Listing programs and related matters motion and approved by the 2012 First Extraordinary General Meeting held on January 12, 2012, by the issuer.
verified, the sponsor institution that the issuer of the shares issued to fulfill the Securities Act Second, the application of the issuer meets the people with the sound and run good the organization
according to the issuer's Articles of Association, the Shareholders' General Rules of Procedure manager work fine systems. Pedestrians there are of 7
directors, 3 of whom are issue of candidates for the appointment of independent directors; under the strategy of the board of directors, nomination, audit, remuneration and assessment of four special committees; issuer of three supervisors, two of which Name is elected by the shareholders on behalf of supervisors, one elected by the workers on behalf of the supervisors.
in accordance with the verification of the sponsor as well as a description of the issuer, the issuer's audit agency Lixin Certified Public Accountants (special general partner) (hereinafter referred to as Board of Supervisors be able to convene in accordance with the law, regulate the operation; general meeting of shareholders, board of directors, board of supervisors resolution can be the Executive; major decision-making system to develop and change in line with statutory procedures. the
issuer has a sound and well-functioning organizations, in line with the provisions of Article 13 the first
(a), the the
() the issuer has sustained profitability, financial condition
Lixin Certified Public Accountants issued a letter to rendezvous report (2012) 110 114 No. of audit reports as well as a letter to rendezvous reported words (2012 the last two years) 110 121 on Haikailitai Medical Technology Co., Ltd. a non-recurring gains and losses and return on net assets and earnings per share of the special audit report, continuous profitability, with continued profitability, financial condition, comply with the provisions of the the issuer of the
(c) the last three years financial and accounting documents false records, no other significant the violations
issue sponsorship letter (attached: pedestrian growth of special views)
Lixin Certified Public Accountants issued nearly three years of balance sheet, income statement, cash flow statement audit and issued standard unqualified Christian louboutin shoes audit report, the issuer's financial and accounting reports in line with corporate accounting standards and issued by the State accounting system, and fair in all material respects, the issuer's financial condition, operating results and cash flows, non-misleading statements or material omissions, the issuer's financial and accounting documents in the last three years no false record, no other significant violations. comply with the provisions of the
(d) of the total share capital of the issuer not less than $ 30 million. Public offering of shares of the issuer of more than 15 percent of the total number of shares of the issuer (the company's share capital over four hundred million yuan, the proportion of the public offering of shares for more than 10%)
issuer equity amounted to RMB 3,825 million. In accordance with the issuer in January 2012 by 12
, the 2011 First Extraordinary General Assembly resolutions, the issuer plans to issue A shares to the public
1,300 shares, accounting for the issuance 25.37% of the total share capital, in line with Article 50 of the Securities Act, the provisions of paragraph (b) and (c) items. Issuer compliance with the initial public issue of shares and listing on the GEM of the Interim Measures for the Administration of the relevant provisions of
(a) The sponsor agencies access to the issuer's industry and commerce file, confirm that the issuer is established in 2010 April 26
, stock company, and as of now, still in accordance with the law subsisting. The predecessor of the issuer on the Haikailitai medical Technology Co., Ltd., and December 31, 2009, the original carrying amount of the net asset value into shares overall change as a company limited by shares from continuing operations in more than three years. Consistent with initial public offerings and the provisions of Article 10 in the GEM Listing Interim Measures (hereinafter referred to as
(b) Lixin Certified Public Accountants issued by the audit report as well as non-recurring profit and loss report, pedestrian 2009, 2010, 2011 annual net profit attributable to shareholders were
< br> $ 17,914,098.28, $ 35,602,690.29, $ 37,133,332.40 in the last two years accumulated net profit of $ 72,736,022.69; 2009, 2010, 2011, after deducting non-recurring gains and losses attributable to shareholders of net profit of $ 17,534,933.51, $ 28,399,004.71 ,
32,453,431.25 yuan, the cumulative net profit after deducting non-recurring gains and losses in the last two years sponsorship letter (attached for
issue: the pedestrian growing special opinion)
60,852,435.96 yuan ; issuers in 2009, 2010, 2011, operating income, respectively
38,771,407.38 $ 58,693,234.23 $ 80,713,570.22 $ revenue growth in the last two years were 51.383%, 37.52%; the issuer complies with management approach the
(three) Lixin Certified Public Accountants issued by the audit report, as of December 31, 2011, issue of the total assets of $ 116,812,679.10 Total liabilities $ 22,881,628.63, the net assets of
93,931,050.47 yuan, of which: undistributed profits of $ 45,458,295.53. Line with paragraph 3 of Article 10 of the GEM management approach.
(d) the issuer of this issue of the total share capital of RMB 3,825 million, more than $ 30 million. Line with the provisions of Article 10 (4) of the GEM management approach.
(5) In accordance with Section 11925 Lixin Certified Public Accountants issued a letter to rendezvous Bao Zi (2010) Section 11311, issued the law firm issued the the establishment of the issuer and the Agency's verification of the sponsor, the registered capital has been paid in full, from the person or shareholders as assets financed by the property transfer procedures have been completed, the main assets of the issuer does not exist a significant ownership disputes, in line with board management
(6) the sponsor access to current issuer the government permits, rights certificates or approval documents, field visits to the documents issued by the issuer's production and business establishments and the environmental protection department to confirm the scope of business of the issuer: biomedical materials and products, research and production (III class 6877 vertebral expansion balloon catheter, III class 6815KMC needle, III class
6810KMC vertebroplasty kit), for sales of products and provide related technical advice and after-sale technical services (involving administrative licensing , the operating permit), its production and business activities in line with the provisions of the laws, administrative regulations and articles of association, in line with state industrial policies and environmental protection policies. Line with the provisions of Article 12 of the GEM management approach.
(7) the sponsor access to the issuer's articles of association, the previous board of directors, general meeting of shareholders (shareholder) resolutions and records, access to industrial and commercial registration documents, access to the financial report of the issuer, interviews with the issuer's senior
issue of sponsorship letter (Attachment:) management of pedestrian growth of special views, after verification, the issuer's main business in the last two years and directors, senior management is not a material change in company control over the students did not change. Line with the provisions of Article 13 of the GEM management approach.
(8) The sponsor agency inspection analysis of the relevant industry research data, industry analyst reports and industry departments to develop industry development planning, verification of the issuer's business information, major asset ownership documents, financial reports and audit reports, interviews with directors, supervisors and senior management of the issuer to confirm that the issuer does not exist the following video to the continued profitability of the case:
pedestrian mode of operation, products or services, the structure of varieties significant changes have been or will be born, and the continued profitability of the issuer's significant adverse;
, the industry position of the pedestrian or the pedestrian the industries in which the business environment has been or will be material changes, and issue the sustained profitability of a material adverse effect;
pedestrian recent fiscal year operating income or net profit of related parties or the existence of significant uncertainty there is a significant dependence;
pedestrian recent fiscal year net profit from the investment income outside the scope of consolidated financial statements;
5, pedestrians in the use of trademarks, patents, proprietary technology, as well as franchise rights and other assets or technology acquisition or use of the risk of material adverse change;
6, other situation may constitute a material adverse issuer sustained profitability.
comply with the provisions of Article 14 of the GEM management approach.
(9) of the sponsor institution to review the issuer's tax return information, tax incentives files to obtain the documents issued by the tax authorities to confirm that the issuer to pay taxes according to law, enjoy the tax incentives to comply with the relevant legal regulations, confirm the results of operations of the issuer to rely heavily on tax incentives do not exist. Line with the provisions of Article 15 of the GEM management approach.
(10) The Sponsor Agency's verification of the issuer's external guarantee contract, the bank secured credit history file, the verification of the issuer's litigation and arbitration documents, interviews with the directors of the issuer, supervisors and senior management, and analysis of the issuer's financial reporting and audit reports. Pedestrians of the sponsor institution to confirm there are no significant debt risk, there is no Shadow Cell Phone Accessories continuing operations guarantees, litigation and arbitration a significant
issue of sponsorship letter (Attachment: pedestrian growth of special views) events. Line with the provisions of Article 16 of the GEM management approach. this
(11) the sponsor access to industrial and commercial registration documents, interviews with senior management of the issuer, has made the declaration file of the main shareholders of the issuer to confirm the issuer's equity is clear, the shareholders of the issuer held by shares there is no material dispute over the ownership. Line with replica louboutin the provisions of Article 17 of the GEM management approach. sponsor institutions of the
(12) through the production process of the issuer, organizational charts, Lixin Certified Public Accountants issued by the audit report, an inventory of property, the main asset ownership documents, the issuer's statement and directors , supervisors, senior management, resume and statement, the shareholders' meeting of the calendar year, the Board and the Board of Supervisors meeting,
interviews of management personnel, production and business establishments Live View has been verified for the independence of the issuer, the sponsor institution to confirm:
the asset the independent
company with a complete, independent production and operation of the main facilities and the necessary auxiliary facilities have both essential in the production and operation of the franchise christian louboutin and related intangible assets, with the integrity of the assets. Our main business for osteoporotic vertebral compression fractures of the R & D, production and marketing of minimally invasive therapy Surgical System. The company has operated with the above production of the production system, auxiliary production systems and facilities, land, plant, machinery and equipment, and proprietary technology, trademarks, patented technology, ownership or right to use Red sole shoes the legal owner of the production and operation, independent of the raw materials procurement and sales systems, there is no dependent on shareholder assets for production and management. Not exist substantial shareholders and their control illegal occupation unpaid occupation Replica Christian louboutin shoes or in the form of compensation for the use of the company's funds, assets and other resources.
2 the staff the independent
company personnel independent of major shareholders and their controlled enterprise. Senior management of the company's president, vice president, secretary of the board and chief financial officer, etc., not salaried major shareholder and the controlled enterprise or as outside directors, supervisors and other Service. Not exist ed hardy outlet and the company's financial staff in the major shareholder and its controlled enterprise.
companies with independent financial department, equipped with a post-secondary financial officers, the establishment of an independent financial accounting system, and in accordance with relevant laws and regulations requirements, financial decisions independently. Public issue
, sponsorship letter (Attachment: pedestrian growing special opinion) Division to develop a sound financial management system, the establishment of the internal control system, independent of operating funds, not the major shareholder and controlled enterprises, affiliated enterprises or any other unit or share personal bank account. Independently according to tax returns, fulfill payment obligations, mixed with the shareholders pay taxes. There was no monetary funds or other assets of substantial shareholders and their control of the enterprise or other related parties, does not exist for the major shareholder and its control of the enterprise, and other affiliated companies to provide security.
4 independent body
Company has established the integrity of the organizational structure, independent departments, under the production department, technical department, quality management, Marketing Department, Ministry of Foreign Trade, sales Department, Management Department, the Securities Affairs, Internal Audit Department, Finance Department and other departments. Clear division of labor among the departments and divisions to ensure that the company running smoothly. The company's internal management structure of
with major shareholders and louboutin replica their control of the companies completely separate, there is no mixing business under one roof, institutional overlap. The company's internal management structure can be in accordance with the articles of association and internal control system to exercise their respective rights, there is no shareholders of the Company Cheapest heels with red bottoms to the Company and its internal management structure in any form of shadow
the independence of the management of the situation.
5 the business the independent
issuer of existing production and marketing of products have achieved the Medical Device Manufacturing Enterprise License, with the technological level of the independent production and management related products and has an independent production premises and the corresponding conditions of operation, independent of the extent permitted by the production, and is independent of new product development and related product license applications for qualification. the
issuer has an independent procurement system, integrated management of the Ministry of procurement center according to company plans, independent of the external procurement of raw materials needed. The issuer has an independent marketing system, the company's sales department, Ministry of Foreign Trade and Marketing, jointly responsible for marketing and external sales of the company's products. Dealers system used for product sales model accepted by the medical christian Louboutin red shoe sale device manufacturers, the company uses a network of independent dealers promote and sell our products. The company has developed a dealer management system, review the dealers eligible and authorized distributors to Wedding gowns distribute our products qualified, regularly check the dealer's sales records and track certification, follow-up evaluations of the customers of dealers on a regular basis distribution comprehensive evaluation of vendor performance, the survival of the fittest, and authorized regional hospital to be adjusted according to market demand, to the rational use of resources, and to grasp the initiative in the marketing process. sponsorship letter
issue (Attachment: pedestrian growth of special views the)
issuer, substantial shareholders and other corporate control is not engaged with the issue the same or similar business issuer's business other enterprises with the major shareholders and Red bottom shoes their control is completely separate from and independent of each other.
comply with the provisions of Article 18 of the GEM management rolex copies approach.
(13) the sponsor access to the general meeting of shareholders of the issuer, the Board of Supervisors Rules of Procedure, the previous structure, establish and improve the general meeting of shareholders, board of directors, board of supervisors, independent directors, the secretary of the Board system, the audit committee system, relevant agencies and personnel to carry out its responsibility according to law. Line with the provisions of Article 19 of the GEM management approach. the sponsor of the
(xiv) access to the issuer's financial management system, to confirm the issuer's Basic Accounting Standards; Lixin Certified Public Accountants has issued a standard unqualified audit report, to confirm the financial statements of the issuer prepared in accordance with the provisions of the corporate accounting standards and accounting system, present fairly, in all material respects, the issuer's financial condition, results of operations and cash flows. Comply with the provisions of Article 20 of the GEM management approach
(15) the sponsor has access to the issuer's internal control system, and ed hardy interviews with the directors of the issuer, supervisors, senior management, communication in the working with an accountant to confirm that the issuer's internal control, in all material respects, the. Lixin Certified Public Accountants issued an unqualified conclusions of the internal control attestation report Comply with the provisions of Article 21 of the GEM management approach
(16) the sponsor access to the issuer's financial management system, the verification of the current accounts of the issuer, access to the issuer's financial reporting, interviews with the directors of the issuer, senior management, the issuer within the last three years The situation does not exist the funds have been occupied by the major shareholder and cheap red bottom heels its control of other companies, the establishment of a strict financial management system. Comply with the provisions of Article 22 of the GEM management approach.
(17) the sponsor Christian louboutin replica access to the issuer's articles of association, external guarantees of the board of directors, general meeting of shareholders (shareholders) resolution, the issuer's credit history file, query the financial report of the issuer, interviews with the directors of the issuer, senior management, to confirm the approval authority and deliberation procedures of the issuer's articles of association has been clearly external guarantee, does not exist for the case of substantial shareholders and other corporate control illegal guarantee. Comply with the provisions of Article 23 of the GEM management approach.
Release sponsorship letter (Attachment: pedestrian growth of special opinions)
(18) directors of the issuer of the sponsor organization, supervisors and senior management personnel and stock issuance and listing, cheap christian louboutin shoes listed companies standardized operation and other relevant laws, regulations and normative documents in the study, and counseling, training and examination, to confirm that the relevant personnel have been understanding of stock issuance and Cheap Christian louboutin shoes listing of relevant laws and regulations, and informed of the Company, its directors, supervisors and senior management personnel statutory obligations and responsibilities. Issuer January 2011
, acceptance of the Shanghai Branch of China Securities Regulatory Commission. Comply with the provisions of Article 24 of the GEM management approach.
(19) the sponsor access to the SFC, the Stock Exchange announcement, interview the relevant personnel of the issuer's directors, supervisors and senior management personnel, and made a statement on file, confirm that the directors of the issuer