The 35th review meeting of the North Stock Exchange in 2022: Xinzhi Bio has successful meeting

The 35th review meeting of the Beijing Stock Exchange Listed Committee was held on the morning of August 11, 2022.

Ningbo Xinzhi Biotechnology Co., Ltd.: meet the issuance conditions, listing conditions and information disclosure requirements.

The opinions of this review are as follows:

(1) Ningbo Xinzhi Biotechnology Co., Ltd.

Regarding the rationality of the sales model and gross profit margin disclosure.

The issuer is required:

(1) Based on the differences between dealers and traders models in terms of pricing strategies, product structure and other aspects, further analyzes and supplement the rationality of different gross profit margins between different sales models.

(2) Based on the differences between gross profit margin between different types of products and the differences in gross profit margin in different customers or models, the information disclosure of the technical advantages of different products and competitive advantages of the company.

(3) Make a major prompt for the potential compliance risks brought by the existing traders' sales model, and supplement the relevant measures taken to increase the effectiveness of increasing the effectiveness of the internal control and sales compliance.

2. It is required to further verify and explain the rationality and compliance of actual controllers, directors and supervisors, and large amounts of money, and the net transfer of funds, and express clear opinions.

The main question of the review meeting is as follows: as follows:

About sales models.

According to the declaration document, the issuer established a sales model combining direct sales and non -direct sales during the reporting period. The direct sales revenue amount was 32.1931 million yuan, 27.493 million yuan, and 1,9205,500 yuan, respectively. , 19.33%and 16.06%; non -direct sales income (traders 'income and dealers' income) amounts of 134.9172 million yuan, 114.7247 million yuan, and 10,039,900 yuan, respectively, accounting for 80.74%, 80.67%and 80.67%and 80.67%, respectively. 83.94%, and most of the sales required the issuer to ship directly to the terminal customers. The issuer is required to explain:

(1) Direct sales, traders, and dealers' models under the top ten customers, including but not limited to names, sales amounts, sales products, cooperation history, whether to sign a framework agreement and related agreement with the issuer, to obtain the content, order acquisition acquisition Methods, pricing principles, credit policies, sales repayments, etc.

(2) During the reporting period, non -direct -selling customers' sales deposit, return and exchange policies, actual returns and exchanges and proportion, issuer's response measures and impact on operating performance, whether there is a rebate or return policy, related income, related income Confirm whether the principle meets the provisions of the "Corporate Accounting Guidelines"; the main customer of the dealer and the implementation of end customer sales.

(3) The issuer's management and control of dealers and traders, including whether the top ten dealers and traders have corresponding subject qualifications and credit capacity, inventory, inventory period, terminal retail price, discount ratio, margin payment payment , Whether the dealers and traders are well controlled and effectively implemented.

(4) The situation of the dealers and traders levels, whether there are multiple levels of distribution, the number of dealers at different levels, and whether there are situations between dealers at different levels of dealers.

(5) The standards selected by dealers and traders, whether the above -mentioned customers and issuers and their actual controllers, directors and supervisors are associated or other interest arrangements for each period of the reporting period.

(6) The reason for the high proportion of traders in the cooperation within one year, and the situation of the main business involved in the situation of medicine, material traders or individual industrial and commercial households, including but not limited to the regional distribution of traders and the business period of business. The nature of the enterprise, the main business, the realized terminal sales, and the proportion of income from the issuer.

(7) The number of dealers and traders of the issuer is much higher than the reasons for comparable companies; the delivery address is the rationality of end customers rather than traders; Reasonableness; whether there are dealers and traders customers who bear cost for the issuer; whether there is a former employee or dealer set up by their close relatives; whether there are commercial bribery.

2. About gross profit margin.

(1) According to the application documents, the issuer's gross profit level is significantly higher than the comparable company in the same industry. The main reason involves the main business, customer type, business model, product technology advancedness, pricing mechanism and sales channels.

The issuer is required to explain whether the issuer and other comparison companies have significant differences in business models, customer types, pricing mechanisms, and sales channels, and whether the relevant situation supports the issuer's gross profit margin is significantly higher than comparable companies.

(2) According to the application documents, the issuer's technical advantages are mainly reflected in the leading level of some products or filling the domestic gap in China, and realizing the independent production of key core components.

The issuer is required to explain the relevant situation, and combine foreign leading enterprises to further reduce market competitive risk factors such as research and development and production centers in China, invest in mergers and acquisitions in the domestic segment leading enterprises, etc. Whether the level of high hairy profit is sustainable. Please make an opinion on the sponsor.

3. About technology advanced.

(1) According to the declared document, the issuer's product can achieve import substitution, requiring the issuer to further explain the specific product name of imported replacement, and realize the research and development, production process and time of import substitution. 2. Whether this product is still the main product of foreign competition companies, and realize the market share and its changes occupied by the issuer and domestic and foreign competitors after the import substitution, and whether the issuer's expression of import substitution is accurate. (2) According to the application documents, the issuer has a patent with other parties, and the issuer is required to explain the role of a common patent in the production and operation of the issuer, whether it involves core technology, and the use of core technology or products and services in the service and services. ; Whether it involves existing independent brand products, whether there is a clear agreement on the use of patents and income, whether the relevant costs need to be paid, and whether there is no risk of continuous use; The company's own brand production has the ability to rely on the patent co -owner, whether it has the ability to independently operate independently in the market; the use of the patent co -owner to the relevant common patent, whether it constitutes the situation of competing with the issuer, whether the issuer related to the issuer is restricted business expansion.

(3) According to the application documents, the issuer's research projects include automatic microbial curve analyzers, drug dissolving sampling, and pre -processing workstations in front of automatic samples. At present, the relevant production process technology is mature and stable, ranking leading in the same industry at home and abroad.

As of December 31, 2021, the company has obtained 62 patented technologies, including 15 invention patents, 41 practical new patents, and 6 exterior design patents.

The issuer is required to explain:

① At the stage of the research project and specific progress, corresponding personnel and funding input.

② Progress and industrialization arrangements held by the publisher's unprepared product.

③ In addition to the optimization of existing products, whether it contains the research and development of new products or technology in the research project, combines the R & D system, R & D personnel and R & D investment, and the research and development of the same industry in the same industry to analyze whether the issuer has new products Or whether the technical research and development capabilities have the ability to continue innovation.

④ Whether the main achievements of core technicians involve the invention of the former unit, whether the issuer's newly developed products and projects are based on the previous technical achievements of the core technicians, and whether the issuer's intellectual property and core technologies have disputes or potential disputes. The sponsor and the issuer's lawyer are requested to check and express clear opinions.

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