China Galaxy Securities Co.Ltd(601881)
about
The initial public offering of shares and listing on the growth enterprise market by China Automotive Research automotive testing ground Co., Ltd
Issuance recommendation
Sponsor (lead underwriter)
(101, floors 7-18, building 1, yard 8, Xiying street, Fengtai District, Beijing)
December, 2001
statement
China Automotive Research automotive testing ground Co., Ltd. (hereinafter referred to as “China automotive testing ground”, “company” or “issuer”) applies for initial public offering and listing on the gem of Shenzhen Stock Exchange. China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “Galaxy Securities” or “recommendation institution”) is entrusted by China automobile testing ground to act as the recommendation institution for its initial public offering of shares and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this offering”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) Relevant laws and regulations, such as the measures for the administration of securities issuance and listing recommendation business, the standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange, are honest, trustworthy, diligent and responsible, The issuance recommendation letter shall be issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and the authenticity, accuracy and integrity of the documents issued shall be guaranteed.
Unless otherwise specified, the relevant terms in this offering recommendation letter have the same meanings as those in the prospectus for initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd.
catalogue
Section 1 basic information of this securities issuance three
1、 Information about the sponsor, sponsor representative, project coordinator and other members of the project team three
2、 Basic information of the issuer four
3、 Description of the relationship between the sponsor and the issuer four
4、 Introduction to the internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation opinions on this securities issuance eight
1、 The issuer complies with the issuance procedures stipulated by the company law, the securities law and the CSRC eight
2、 Verification of the issuer’s compliance with the issuance conditions stipulated in the securities law nine
3、 Verification of the issuer’s compliance with the issuance conditions specified in the registration management measures ten
4、 Description of the issuer’s compliance with the positioning of the gem fifteen
5、 Issuer’s main risk tips twenty-eight
6、 Evaluation of the development prospect of the issuer 38 VII. Check whether there are private investment funds among the issuer’s shareholders and the registration and filing of private investment funds 41 VIII. Special verification opinions on the employment of a third party in the issuer’s initial public offering and listing project forty-two
9、 Verification conclusion on the main business conditions after the audit deadline of the financial report forty-three
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities forty-three
Section 1 basic information of this securities issuance
1、 Sponsor, sponsor representative, project coordinator and other members of the project team (I) sponsor
China Galaxy Securities Co.Ltd(601881) 。 (II) sponsor representative
The recommendation institution shall designate the recommendation representatives Wang Jianlong and Liu Weibin to be specifically responsible for the recommendation of this issuance.
Mr. Wang Jianlong, the sponsor representative, has 14 years of experience in investment banking. He has been responsible for or participated in China Construction Bank Corporation(601939) share allotment, Agricultural Bank Of China Limited(601288) preferred shares, Shenzhen Neptunus Bioengineering Co.Ltd(000078) non-public offering, Tianjin Zhongxin Pharmaceutical Group Corporation Limited(600329) non-public offering, Kaidi ecological non-public offering, Shanxi Coking Co.Ltd(600740) major asset restructuring, Guosen Securities Co.Ltd(002736) non-public offering, Shenzhen Fortune Trend Technology Co.Ltd(688318) science and Innovation Board IPO and other projects, Rich experience in investment banking (Certificate No.: s013071305002). Mr. Liu Weibin, the sponsor representative, has 13 years of experience in investment banking. He has been responsible for or participated in Xinyu Iron & Steel Co.Ltd(600782) convertible bonds, China Construction Bank Corporation(601939) allotment, dehuorunda non-public offering, Jinhong energy non-public offering, Agricultural Bank Of China Limited(601288) preferred shares, Tianjin Zhongxin Pharmaceutical Group Corporation Limited(600329) non-public offering, Kaidi ecological non-public offering, Sichuan Fulin Transportation Group Co.Ltd(002357) major asset restructuring, Shanxi Coking Co.Ltd(600740) major asset restructuring Shenzhen Fortune Trend Technology Co.Ltd(688318) science and Innovation Board IPO and other projects, with rich experience in investment banking (Certificate No.: s0130715010004). (III) information of Project Co sponsors and other members of the project team
Galaxy securities designated Qiu Jialu as the Project Co sponsor of the issuance of the China automobile test site, and designated Zhuang Kaijie, Zhang HaoChen, Li Yizhen, Xuzhou mu, Chen Wei and Kang Yuan as other members of the project team of the issuance.
1. Project Co sponsor
Ms. Qiu Jialu has participated in the IPO project of Shenzhen Fortune Trend Technology Co.Ltd(688318) science and innovation board, as well as the continuous supervision of the recommendation and listing of the new third board, such as Mingshi innovation and Mojie innovation, and has obtained the general securities business qualification certificate (Certificate No.: s0130116070126).
2. Other members of the project team
Zhuang Kaijie, Zhang HaoChen, Li Yizhen, Xuzhou mu, Chen Wei and Kang Yuan are all qualified for securities practice and have no record of being punished by regulators. 2、 Basic information of the issuer
Company name: China Automotive Research automobile testing ground Co., Ltd
English Name: catarcautomotive saving ground Co., Ltd
Legal representative: an Tiecheng
Date of establishment of the company: June 30, 2020
The registered capital is 991.8 million yuan
Testing, technical services, technology development, technology transfer and technical consultation of automobile and motorcycle products and test equipment; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies whose business scope is limited or prohibited by enterprises in China); Rental of site and workshop facilities; Conference and exhibition services; Marketing planning; Cultural and artistic exchange planning; Automobile driver training; Organization and planning of sports events.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: Dafenggang Economic Zone, Dafeng District, Yancheng City
Postal Code: 224100
Contact: Xia Xiuguo
Tel: 0515-69860935
Fax: 0515-69860935
Internet website: www.cypg.com com. cn.
Email DSH- [email protected].
This type of securities issuance is the initial public offering of RMB ordinary shares (A shares)
3、 Description of the relationship between the recommendation institution and the issuer
(I) as of the signing date of this offering, the recommendation institution or its controlling shareholder, actual controller and important related party do not hold the shares of the issuer or its controlling shareholder, actual controller and important related party;
(II) the issuer or its controlling shareholder, actual controller or important related party does not hold the shares of the sponsor or its controlling shareholder, actual controller or important related party;
(III) the recommendation representative, spouse, directors, supervisors and senior managers of the recommendation institution do not own the interests 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、 Introduction to internal audit procedures of recommendation institutions and core opinions
In accordance with the provisions of relevant laws, regulations and normative documents of the CSRC, the recommendation institution has reviewed the issuer’s initial public offering and listing on the gem in accordance with strict procedures. (I) introduction to internal audit procedures of Galaxy Securities
China Galaxy Securities Co.Ltd(601881) securities has established the core system of investment banking business in accordance with the requirements of China Securities Regulatory Commission, and implemented the three line of defense system of investment banking business department and project personnel, investment banking quality control headquarters and core department for the internal control of the project. When the project plans to apply for the core, the head of the business team, the sponsor representative, the project leader and the project coordinator are responsible for comprehensively reviewing the full set of core application documents and working papers, assessing the risks of the project, and reviewing the project quality and the production quality of project materials.
After the approval of the relevant personnel of the investment bank business department, the project team applies for the core to the quality control headquarters of the investment bank, submits the project core application review form, the project core application report, the letter of commitment, a full set of application documents, a full set of working papers and other core materials, and submits the core reservation application to the core department at the same time.
After receiving the project approval application, the quality control headquarters of the investment bank shall arrange the quality control specialist to review and accept the working papers in the due diligence stage. The quality control specialist will form a written review opinion and feed it back to the project team. The project team will reply in writing and update the application documents. The quality control department of the investment bank may issue audit opinions again according to the reply of the project team. If the quality control department of the investment bank considers that the project data meet the conditions for submission for audit, the quality control specialist shall arrange the audit procedures, issue clear acceptance opinions, and prepare the project quality control report. Under special circumstances, the quality control headquarters of the investment bank can arrange on-site verification.
After receiving the application materials of the kernel meeting, the kernel department shall arrange the kernel specialist to review the completeness of the application documents, and make a decision on whether to accept the application within 2 working days after receiving the application. After the project is accepted by the kernel department, the kernel commissioner shall nominate the list of kernel members to participate in the kernel meeting after asking for the consent of the kernel head, and arrange to hold the kernel meeting for review. The number of members from the internal control department shall not be less than 1 / 3 of the total number of members participating in the meeting, and at least one compliance manager shall participate in the voting.
The core department shall send the meeting notice and a full set of core application materials to all participants five working days before the meeting, and notify the quality control headquarters and project team of the investment bank. Under special circumstances, with the consent of the person in charge of the kernel, the above time limit may be exempted, but it shall be explained in the meeting notice.
The kernel committee members shall feed back the audit opinions of the kernel committee members to the kernel department no later than 1 working day before the kernel meeting, and the kernel commissioner shall summarize and sort out the kernel opinions and feed them back to the quality control headquarters and project team of the investment bank.
The kernel meeting shall be presided over by the person in charge of the kernel. If the person in charge of the kernel is unable to attend the meeting for some reason, he can entrust other members to preside over the meeting. The nuclear committee members shall conduct a comprehensive verification of the project and put forward audit opinions, and vote on whether to agree to the project declaration. If the core meeting feeds back the core opinions, the project team shall submit the written reply of the core opinions and the revised version of relevant application materials to the quality control headquarters of the investment bank for review. After being reviewed and approved by the quality control headquarters of the investment bank, the core department shall send it to the core members participating in the meeting for review, and the core members can issue review opinions again according to the reply of the project team.
For the projects voted by the core meeting, the project team shall form formal application documents after modification according to the core opinions, and formally report them to the public after performing the internal approval procedures of the sponsor. (II) core opinions of Galaxy Securities on the issuance and listing of China Automobile Test Center
On November 27, 2020, Galaxy Securities held a meeting of the core Committee of the application documents for the initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. After discussion, the core Committee held that: “we agree to recommend and underwrite the initial public offering of shares of China Automotive Research automobile testing ground Co., Ltd. and be listed on the gem.”
Section 2 commitments of the 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 the CSRC, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly.
Through due diligence and careful verification of application documents, the recommendation institution:
1、 There are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC 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 the recommendation duties are free from 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 industry norms;
8、 Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business.
Section III recommendation opinions on this securities issuance
In accordance with the company law, the securities law and other relevant laws and regulations, the measures for the administration of registration, the measures for the administration of securities issuance and listing recommendation business and other relevant provisions on initial public offering and listing on the gem, the recommendation institution has conducted prudent due diligence on the basic information of the issuer in accordance with the principles of honesty, trustworthiness and diligence, Review the application documents of the issuer for initial public offering and listing
