Letter of recommendation for the initial public offering and listing on the growth enterprise market of Jiangsu newtager Technology Co., Ltd
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
catalogue
catalogue Section 1 basic information of this securities issuance four
1、 Introduction to the staff of the recommendation institution four
2、 Basic information of the issuer 4 III. interests and main business relationship between the recommendation institution and its related parties and the issuer and its related parties
To explain five
4、 Kernel Overview Section 2 commitment of the sponsor 9 Section III recommendations for this securities offering ten
1、 Recommendation conclusion ten
2、 Description of relevant decision-making procedures for this securities issuance ten
3、 Explanation that this securities issuance meets the issuance conditions stipulated in the securities law IV. The securities issuance complies with the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Description of the prescribed conditions of issue V. the securities issuance complies with the provisions of the Shenzhen Stock Exchange GEM Listing Rules
Description of conditions 16 VI. this securities issuance is in compliance with the Shenzhen Stock Exchange gem enterprise issuance and listing declaration and recommendation provisional rules
Special instructions of the bank regulations 17 VII. Special inspection on the 2012 annual financial report of initial public offering companies
Special instructions on the verification of the matters listed in the notice of the State Council of the people’s Republic of China eighteen
8、 Verification opinions on the public offering of shares by shareholders of the company (if applicable) twenty-four
9、 Verification opinions on commitments twenty-four
10、 Verification opinions on the performance of filing procedures by shareholders of private investment funds 24 Xi. Rationality of dilution of immediate return, measures to fill in immediate return and relevant commitment subjects
Verification opinions on the commitments of 25 XII. On strengthening the risk prevention of securities companies engaging a third party in investment banking business
Fan’s verification opinion twenty-six
13、 Verification conclusion on share locking twenty-eight
14、 Verification conclusion on special voting shares 28 XV. Verification conclusion on the financial and operating conditions after the audit deadline of the financial report 28 XVI. Main risk tips of the issuer 28 XVII. Evaluation on the development prospect of the issuer thirty-five
Huatai United Securities Co., Ltd
About Jiangsu newtage Technology Co., Ltd
Letter of recommendation for initial public offering and listing on the gem
Jiangsu newtage Technology Co., Ltd. (hereinafter referred to as the “issuer” and “newtage”) applies for IPO in China and listing on the gem in accordance with the company law, the securities law, the measures for the registration and administration of IPO shares on the gem (Trial Implementation), the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant laws and regulations, Submit issuance application documents. Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor”) as the sponsor of its application for initial public offering and listing on the gem, Qin Nan and Jin Huadong as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for it.
The sponsor Huatai United Securities and the sponsor representatives Qin Nan and jinhuadong promise that the sponsor and the sponsor representative are honest, trustworthy, diligent and responsible in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, and in strict accordance with the business rules formulated according to law The industry code of practice and code of ethics shall issue this issuance recommendation letter, and ensure the authenticity, accuracy and integrity of the documents issued.
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
1. Sponsor representative
Qin Nan and jinhuadong are the sponsor representatives specifically responsible for the recommendation. The practice of its recommendation business is as follows:
Ms. Qin Nan, business director of investment banking department, sponsor representative, master of finance. He participated in or was responsible for Zhongshan Broad-Ocean Motor Co.Ltd(002249) 2016 major asset restructuring, Guangzhou Friendship 2015 private placement, Ningbo Heli Technology Co.Ltd(603917) IPO, Shanghai Shanghai Yongmaotai Automotive Technology Co.Ltd(605208) IPO and other projects.
Mr. Jin Huadong, senior manager of investment banking department, sponsor representative, non practicing member of China Institute of certified public accountants, master of economics. Participated in Geely Automobile IPO, Shanghai Yongmaotai Automotive Technology Co.Ltd(605208) IPO, Jiangsu Hualan New Pharmaceutical Material Co.Ltd(301093) IPO, Hangzhou Chang Chuan Technology Co.Ltd(300604) non-public offering, Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) non-public offering, Harbin Hatou Investment Co.Ltd(600864) major asset restructuring, Newland Digital Technology Co.Ltd(000997) non-public offering and other projects, and participated in the restructuring and counseling of many enterprises to be listed.
2. Project Co sponsor
Wang Peng is the co sponsor of the initial public offering of nytag shares, and his practice of recommendation business is as follows:
Mr. Wang Peng, senior manager of investment banking department, master of accounting. He has successively participated in Cofco Sugar Holding Co.Ltd(600737) non-public offering project, major asset restructuring project of Zhongyuan special steel, Beijing Dahao Technology Corp.Ltd(603025) issuing shares to buy assets project, Hangzhou Chang Chuan Technology Co.Ltd(300604) non-public offering project, etc.
3. Other project team members
Other members of the project team who participated in the recommendation of nytag’s IPO include Wang Yi, Peng Songlin, Liu Changting and Lu dannan. 2、 Basic information of the issuer
1. Company name: Jiangsu newtage Technology Co., Ltd
2. Registered address: No. 161, Songjiang Road, Huaiyin Economic Development Zone, Huai’an City, Jiangsu Province
3. Date of establishment: November 8, 2010 (overall change on March 2, 2017)
4. Registered capital: 60 million yuan
5. Legal representative: Zhang Yi
6. Contact: 0517-84997388
7. Business scope: production, processing and sales of auto parts and molds, sales of chemical raw materials (excluding dangerous chemicals and precursor drugs), building materials, metal materials, electromechanical products and accessories, leasing of construction machinery, self-supporting and agent import and export business of various commodities and technologies (excluding commodities and technologies that are restricted or prohibited by the state), Trade consulting services, enterprise management consulting services, manufacturing consulting services and engineering technology consulting services. (items that must be approved according to law can only be carried out after being approved by relevant departments) 8. Type of securities issuance: initial public offering of A-Shares by a joint stock limited company III. description of the interests and main business between the sponsor and its related parties and the issuer and its related parties
Huatai United Securities confirmed after self inspection that as of the issuance date of this recommendation:
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties or by participating in the strategic placement of this offering:
If the issuer or this offering meets the following investment requirements of the recommendation institution, the recommendation institution will arrange the alternative investment subsidiary established according to law or the alternative investment subsidiary established according to law by the securities company actually controlling the recommendation institution (hereinafter referred to as “relevant subsidiary”) to participate in the strategic placement of this issuance, which shall be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange.
If the relevant subsidiaries participate in the strategic placement of this offering, the relevant subsidiaries do not participate in the inquiry process and accept the final result of the inquiry. Therefore, the above matters have no impact on the fair performance of the recommendation responsibilities of the recommendation institution and the recommendation representative.
In addition, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties.
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
(IV) 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 guarantees or financing to each other;
(V) there is no other related relationship between the recommendation institution and the issuer. 4、 Brief description of kernel (I) description of internal audit procedure
1. The project team applies for the kernel
On September 21, 2020, after the application documents for this securities issuance were basically complete, the project team submitted a kernel application to the quality control department and submitted the kernel application documents.
2. Pre qualification of quality control department
After receiving the kernel application, the quality control department will send personnel to the project site for on-site kernel pre-trial on September 21, 2020. After the on-site nuclear pre-trial work, a written nuclear pre-trial opinion was issued on September 30, 2020.
According to the written opinions of the nuclear prequalification personnel, the project team shall check the relevant issues, modify, supplement and improve the application documents, and submit the special reply to the nuclear prequalification opinions to the quality control department after the verification and modification are completed. After the reviewers of the quality control department review the reply to the preliminary review comments and complete the acceptance of the project working paper, the reviewers of the quality control department issue the quality control report.
3. Verification by compliance and risk management department
The compliance and risk management department checks the project before the nuclear meeting in the form of a meeting. The audit committee is organized by the compliance and risk management department, and the participants include the person in charge of the recommendation business of Huatai United Securities (the person in charge of the recommendation business department), the personnel of the compliance and risk management department, the auditors of the quality control department, and the project signature recommendation representative. The examiner inquired about the important matters listed in the checklist on due diligence of important matters of sponsor projects one by one, and the sponsor representative explained the verification process, verification means and verification conclusion of relevant matters one by one.
The examiner pointed out the problems and deficiencies of the project team in the process of due diligence on important matters according to the examination of the examination and working papers, and asked the project team to make rectification. The project team shall conduct supplementary due diligence on relevant matters according to the requirements of the audit team, and supplement and improve the corresponding working papers.
4. Review of kernel team meeting
After completing the audit of the quality control department and performing the audit procedures, the compliance and risk management department considers that the project of Jiangsu newtager Technology Co., Ltd. for initial public offering and listing on the gem meets the conditions for submission to the company’s investment bank equity financing business core group for review, That is, the core group meeting of the company’s investment bank equity financing business is scheduled to be held on November 17, 2020 for review.
The notice of the meeting, the core application documents, the reply to the pre-trial opinions and other documents were sent to the members of the core team in the form of electronic documents 3 working days (including) before the meeting.
On November 17, 2020, Huatai United Securities held the 129th core group meeting of equity financing business of investment bank in 2020 in the form of teleconference in the conference room where each department of investment bank is located in Beijing, Shanghai, Shenzhen and Nanjing. A total of 7 members of the kernel team participated in the meeting, and the review results were valid. All the members of the kernel team attending the meeting reviewed the kernel application documents submitted by the project team and the special replies to the pre-trial opinions of the kernel before the meeting. During the meeting, the members of each core group spoke one by one to explain the issues they thought might constitute obstacles to the issuance and listing. For the contents not clearly stated in the application documents, the project team is required to make further explanation. After full communication with the project team, propose further solutions to be taken.
The core review meeting adopts closed, open and independent voting. The voting results are divided into three cases: pass, veto and suspension of voting. Members of the review team shall vote independently according to the review and send their voting opinions to the mailbox designated by the compliance and risk management department.
If the application for approval is approved by more than 2 / 3 of the votes of the members participating in the meeting, the approval result is passed; If the “no” vote is more than 1 / 3, the result is veto; The kernel result corresponding to other voting conditions is “suspension of voting”. Members of the review team can agree unconditionally or conditionally that the project passes the nuclear review. If they agree conditionally, specific opinions shall be indicated. Through full discussion, the core meeting reviewed the IPO and GEM Listing project of Jiangsu newtage Technology Co., Ltd., and the voting result was passed.
5. Implementation of the opinions of the core group
After the core group meeting, the compliance and risk management department shall summarize the contents of the audit opinion form, form the final core group opinion, and send it to the project team in the form of notification of internal audit results. In the notice of core results, it clearly states whether the application for securities issuance has passed the internal audit procedures, and lists the problems that need further verification and the requirements for revision of the application documents. The project team shall take solutions according to the opinions of the kernel team and conduct supplementary verification or information disclosure. After confirming that the contents mentioned in the opinions of the core group have been implemented, the quality control department and the compliance and Risk Management Department formally agree to issue a formal recommendation document for the issuer to recommend its initial public offering and listing on the gem. (II) comments on the core
On November 17, 2020, Huatai United Securities held the 129th core meeting of equity financing business of investment banks in 2020, which reviewed and approved the core application of the initial public offering and GEM Listing project of Jiangsu newtage Technology Co., Ltd. The review opinions of the members of the core group are: the core application for the IPO project of Jiangsu newtage Technology Co., Ltd. submitted by your group was adopted after discussion and voting at this meeting.
Section II commitment of recommendation institution
Huatai United Securities 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 the CSRC and the exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly. In accordance with the provisions of Article 26 of the measures for the administration of securities issuance and listing recommendation business, and in accordance with the industry recognized spirit of diligence and business standards, the company has fulfilled its full responsibilities
