Guosen Securities Co.Ltd(002736)
On the initial public offering and listing on the gem of Shenzhen Feiling Kosi Communication Technology Co., Ltd
Issuance recommendation
Sponsor (lead underwriter)
(registered address: 16-26 floors of Guosen Securities Co.Ltd(002736) building, No. 1012, Hongling Middle Road, Shenzhen)
Sponsor statement
The recommendation institution and the two designated recommendation representatives are honest, trustworthy, diligent and responsible in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued in accordance with the industry practice code and code of ethics, and the documents issued shall be true, accurate and complete.
All abbreviations and interpretations in this document, unless otherwise specified, are consistent with the prospectus.
Section 1 basic information of this securities issuance
1、 Sponsor representative
Mr. Zhou Hao: Guosen Securities Co.Ltd(002736) executive deputy general manager of investment banking division and sponsor representative. In 2008, he joined Guosen Securities Co.Ltd(002736) to work in investment banking, and successively participated in and completed Shenzhen Everwin Precision Technology Co.Ltd(300115) , Guangzhou Hi-Target Navigation Tech Co.Ltd(300177) , Jiangxi Huangshanghuang Group Food Co.Ltd(002695) , Shenzhen Ellassay Fashion Co.Ltd(603808) , Suzhou Longjie Special Fiber Co.Ltd(603332) initial public offering of shares, Jiangxi Zhengbang Technology Co.Ltd(002157) , Shenzhen H&T Intelligent Control Co.Ltd(002402) , Shenzhen Everwin Precision Technology Co.Ltd(300115) , Byd Company Limited(002594) non-public offering of shares, Xinjiang Changying exchangeable corporate bonds project, Shenzhen H&T Intelligent Control Co.Ltd(002402) public offering of convertible bonds, Shenzhen Everwin Precision Technology Co.Ltd(300115) issue stock items to specific objects.
Mr. Yang Jialin: Guosen Securities Co.Ltd(002736) executive deputy general manager of investment banking division and sponsor representative. In 2007, he joined Guosen Securities Co.Ltd(002736) to work in investment banking, and successively participated in and completed initial public offering projects such as Zhongnan heavy industry, Zynp Corporation(002448) , Guangdong Delian Group Co.Ltd(002666) , Shenzhen Ellassay Fashion Co.Ltd(603808) , Guangdong Delian Group Co.Ltd(002666) non-public offering projects, Shenzhen Everwin Precision Technology Co.Ltd(300115) issuing shares to specific objects.
2、 Project Co sponsors and other project team members
(I) Project Co sponsor
Mr. Xu Shaoying: Guosen Securities Co.Ltd(002736) business director of investment banking division. In 2018, he joined Guosen Securities Co.Ltd(002736) in investment banking and successively participated in the completion of Xiamen Hongxin Electronics Technology Group Inc(300657) non-public offering of shares and public offering of convertible bonds.
(II) other members of the project team
Other members of the project team are Ms. Feng Feige, Ms. Wei Yi, Mr. Huang Yangjian, Mr. Shen Jianye and Mr. Zhu Zhensong.
3、 Basic information of the issuer
Company name: Shenzhen Feiling Kesi Communication Technology Co., Ltd
Registered address: runheng industrial plant 3# workshop Co., Ltd., Fuyong street, Bao'an District, Shenzhen (West of Fuyuan 1st Road), date of establishment: April 16, 1999
Date of establishment of the joint stock company: March 28, 2016
Tel: 0755-23508348
Business scope: technical development and sales of communication products (excluding franchised, specially controlled, franchised commodities and restricted items); Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission); Software design, technology development and sales of communication products (excluding franchised, specially controlled, franchised commodities and restricted items). Development and manufacturing of communication products; General freight; Technical development of power supply, R & D, production and sales of power products; Technical development of antenna, R & D, production and sales of antenna products; Warehousing services; Design, R & D, manufacturing and sales of packaging materials and printing materials technology. Type of securities issued this time: RMB ordinary shares (A shares)
4、 Description of the relationship between the issuer and the recommendation institution
1. The sponsor or its controlling shareholder, actual controller or important related party does not hold the shares of the issuer or its controlling shareholder, actual controller or important related party;
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution do not have the rights and interests of the issuer and hold positions in the issuer;
4. The controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantee or financing to each other;
5. There is no other related relationship between the sponsor and the issuer.
5、 Internal audit procedures and core opinions of the recommendation institution
(I) Guosen Securities Co.Ltd(002736) internal audit procedure
Guosen Securities Co.Ltd(002736) according to the internal control guidelines for investment banking business of securities companies and other laws and regulations and the internal management system of Guosen Securities Co.Ltd(002736) investment banking business, the core procedures for filings Kos application documents are performed. The main working procedures include:
1. The application documents for the initial public offering of shares and listing on the gem of feilingkesi shall be submitted to the Department of the project team for internal evaluation after the sponsor representative gives clear recommendation opinions. The person in charge of the Department shall organize the review of the project and put forward modification opinions. In January 2021, after completing the modification and improvement of the application documents and with the consent of the department head, the project team submitted them to the investment bank core Department of the risk management headquarters of the company (hereinafter referred to as the "core department"), submitted the core application materials to the core department and other internal control departments, and submitted the working draft to the quality control department at the same time.
2. The quality control department shall organize the internal control personnel to conduct the completeness acceptance of the working paper and internal verification of the examination paper. The quality control department puts forward the requirements of deepening, adjusting and correcting the manuscript; After the project team implements the relevant requirements or makes an explanation and reply, it shall submit the nuclear materials to the internal nuclear department. On January 26, 2021, Guosen Securities Co.Ltd(002736) held a nuclear conference to review the project, and the nuclear situation will be reported at the nuclear conference.
3. The internal audit department shall organize auditors to audit the application materials and put forward audit opinions; The project team shall reply, explain and modify the audit opinions, and submit the project core meeting materials to the core meeting for audit after being approved by the core department.
4. On January 26, 2021, the core Committee of the company's recommendation business (hereinafter referred to as the "core committee") held a core meeting to review the project. The participating core members reviewed the meeting materials, listened to the explanation of the project team and formed audit opinions. After voting, the core committee agreed to submit it to the Guosen Securities Co.Ltd(002736) Investment Banking Committee for voting after the project team implemented the opinions of the core meeting, and recommend it to Shenzhen Stock Exchange after passing the vote.
5. The opinions of the kernel meeting shall be sorted by the kernel department and submitted to the project team for reply, interpretation and revision. After the application documents are revised and reviewed by the internal control department, they shall be submitted to the Guosen Securities Co.Ltd(002736) Investment Banking Committee for review along with the opinions of the nuclear meeting.
Guosen Securities Co.Ltd(002736) the Investment Banking Commission agreed to report the application documents for the initial public offering of shares and listing on the gem of Feiling Kosi to the Shenzhen Stock Exchange.
(II) Guosen Securities Co.Ltd(002736) internal audit opinions
On January 26, 2021, Guosen Securities Co.Ltd(002736) kernel Committee held a kernel meeting to consider the application documents for the initial public offering of shares and listing on the gem.
After voting, the core committee agreed to submit the opinions of the core meeting to the investment banking committee of the company for voting after the project team implemented the opinions of the core meeting, and then recommend it to Shenzhen Stock Exchange.
On January 26, 2021, Guosen Securities Co.Ltd(002736) checked the due diligence of important matters of the initial project of Feiling coss, agreed that the project team should implement the audit opinions, and reported the audit form to Shenzhen Stock Exchange.
Section II commitment of recommendation institution
The recommendation institution promises that it has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of CSRC and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer's securities, and issued the recommendation letter of the issuer accordingly.
Through due diligence and careful verification of the application documents, the recommendation institution makes the following commitments:
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on securities issuance and listing;
2. There are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer's application documents and information disclosure materials;
3. There are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
4. There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5. Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer's application documents and information disclosure materials;
6. Ensure that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC and Shenzhen Stock Exchange in accordance with these measures; 9. Other matters prescribed by the CSRC.
Section III recommendation on this securities issuance
1、 Recommendation conclusion on this securities issuance
After full due diligence and careful verification, the sponsor believes that Shenzhen Feiling Kosi Communication Technology Co., Ltd. has fulfilled the decision-making procedures stipulated by law in its initial public offering and listing on the gem, Comply with the conditions specified in the company law, the securities law, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "Registration Measures") and other relevant laws, regulations, policies and notices, and the investment direction of the raised funds meets the requirements of national industrial policies, The sponsor agrees that Shenzhen Feiling Kosi Communication Technology Co., Ltd. applies for initial public offering and listing on the gem.
2、 The issuance has fulfilled the legal decision-making procedures
The issuance was approved by the 8th meeting of the second board of directors, the 9th meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021, and complies with the decision-making procedures stipulated by the company law, the securities law, the CSRC and the Shenzhen Stock Exchange.
3、 This issuance meets the issuance conditions stipulated in Article 12 of the securities law
The sponsor has conducted due diligence and Prudential verification on whether the securities issuance meets the issuance conditions specified in the Securities Law (revised on December 28, 2019), and the verification conclusions are as follows:
(I) the issuer has a sound and well functioning organization;
(II) the issuer has the ability of continuous operation;
(III) the issuer's financial and accounting reports for the last three years and the first period have been issued with unqualified audit reports; (IV) the issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the last three years and one period;
(V) the issuer meets other conditions stipulated by the securities regulatory authority under the State Council approved by the State Council.
4、 This issuance meets the issuance conditions stipulated in the registration measures
(I) comply with the provisions of Article 10 of the registration measures
The issuer is a joint stock limited company that was wholly changed and established by a limited company on March 28, 2016 in accordance with the company law and other relevant provisions. The continuous operation period has been three years from the date of establishment of the limited liability company. After its establishment, the issuer has established and improved the system of general meeting of shareholders, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law, has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law.
The issuer has been established according to law and has been in continuous operation for more than three years. There is no need to terminate according to laws, regulations and the articles of association of the issuer. It has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law, which is in line with Article 10 of the registration measures.
(II) comply with the provisions of Article 11 of the registration measures
The issuer's basic accounting work is standardized, the preparation and disclosure of financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, fairly reflect the issuer's financial status, operating results and cash flow in all major aspects, and the certified public accountant has issued an unqualified audit report.
The issuer's internal control system is sound and effectively implemented, which can reasonably ensure the company's operation efficiency, legal compliance and the reliability of financial reports, and the certified public accountant has issued an unqualified internal control assurance report.
The issuer complies with the provisions of Article 11 of the registration measures.
(III) comply with the provisions of Article 12 of the registration measures
The issuer has complete assets, independent business, personnel, finance and institutions, and there is no horizontal competition with the controlling shareholders, actual controllers and other enterprises under their control that has a significant adverse impact on the issuer, and there is no connected transaction that seriously affects its independence or is obviously unfair, which is in line with the provisions of paragraph 1 of Article 12 of the registration measures. The issuer's main business in the last two years is the R & D, production and sales of network equipment, and its main business has remained stable; The controlling shareholder and actual controller of the issuer are Chen Longfa. There has been no change in the actual controller in the last two years, and the management team is stable; There has been no major adverse change in the issuer's main business, directors and senior managers in the last two years; The ownership of the shares of the issuer held by the controlling shareholder and the shareholders controlled by the controlling shareholder and the actual controller is clear, and there is no major ownership dispute leading to the possible change of control, which is in line with the provisions of paragraph 2 of Article 12 of the registration measures.
The issuer has no major ownership disputes involving major assets, core technologies, trademarks, etc., major debt repayment risks, major contingencies such as guarantee, litigation and arbitration, and major changes in the business environment that have or will have a significant adverse impact on the continuous operation, which is in line with the provisions of paragraph 3 of Article 12 of the registration measures. The issuer's business is complete and has the ability to directly face the market and operate independently and continuously, which is in line with the provisions of Article 12 of the registration measures.
(IV) comply with the provisions of Article 13 of the registration measures
The issuer's main business is the R & D, production and sales of network equipment. Its production and operation activities comply with the provisions of laws and administrative regulations, national industrial policies and the provisions of paragraph 1 of Article 13 of the registration measures. In the last three years and one period, the issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy, and there has been no fraudulent issuance or major letter
