China Galaxy Securities Co.Ltd(601881)
about
China Automotive Research automobile testing ground Co., Ltd. issued shares for the first time and was listed on the gem
of
Issuance and recommendation work report
Sponsor (lead underwriter)
(101, floors 7-18, building 1, yard 8, Xiying street, Fengtai District, Beijing)
November, 2001
statement
China Galaxy Securities Co.Ltd(601881) accepted the entrustment of China Automotive Research automobile testing ground Co., Ltd. as the sponsor of its initial public offering.
China Galaxy Securities Co.Ltd(601881) and the designated sponsor representative in accordance with relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for the recommendation business of securities issuance and listing, the administrative measures for the registration of initial public offerings on the gem (for Trial Implementation), the Listing Rules of gem shares on the Shenzhen Stock Exchange and the China Securities Regulatory Commission In accordance with the relevant provisions of Shenzhen Stock Exchange, we are honest, trustworthy, diligent and responsible, issue this report in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
interpretation
In this issuance recommendation work report, unless otherwise specified, the following abbreviations have the following meanings:
China automobile testing ground / company / issuer refers to China Automobile Research automobile testing ground Co., Ltd
China Automobile Co., Ltd. refers to the former China automobile center Yancheng automobile testing ground Co., Ltd. and China Automobile Research automobile testing ground Co., Ltd. renamed in June 2020
This offering refers to the company’s initial public offering (A-share) of shares and listing on the gem of Shenzhen Stock Exchange after registration
Galaxy Securities / sponsor / lead underwriter China Galaxy Securities Co.Ltd(601881)
China Galaxy Securities Co.Ltd(601881) with regard to the shares of China Automotive Research automobile testing ground, this report refers to the report on the issuance and recommendation of the company’s initial public offering and listing on the gem
JUNHE lawyer refers to Beijing JUNHE law firm
Tianzhi international refers to Tianzhi International Certified Public Accountants (special general partnership)
The articles of association refers to the articles of association of China Automotive Research automobile testing ground Co., Ltd
The articles of Association (Draft) of China Automotive Research automotive testing ground Co., Ltd. at the fourth general meeting of shareholders in 2020 refers to the articles of Association (Draft) of China Automotive Research automotive testing ground Co., Ltd. deliberated and adopted
The general meeting of shareholders refers to the general meeting of shareholders of China Automotive Research automobile testing ground Co., Ltd
The shareholders’ meeting refers to the shareholders’ meeting of China automobile center Yancheng automobile testing ground Co., Ltd. and China Automobile Research automobile testing ground Co., Ltd
The board of directors refers to the board of directors of China automobile center Yancheng automobile testing ground Co., Ltd., China Automobile Research automobile testing ground Co., Ltd. and China Automobile Research automobile testing ground Co., Ltd
The board of supervisors refers to the board of supervisors of China automobile center Yancheng automobile testing ground Co., Ltd., China Automobile Research automobile testing ground Co., Ltd. and China Automobile Research automobile testing ground Co., Ltd
China Automotive Technology Research Center refers to China Automotive Technology Research Center Co., Ltd., formerly known as China Automotive Technology Research Center
Yueda group refers to Jiangsu Yueda Group Co., Ltd
Dafeng port group refers to Jiangsu Dafeng harbor Holding Group Co., Ltd., formerly known as Dafeng Dafeng port development and Construction Co., Ltd
Chengda industry refers to Yancheng Chengda Industrial Corporation
Oriental investment refers to Yancheng Oriental Investment and Development Group Co., Ltd
China South Korea Industrial Park refers to Jiangsu China South Korea Yancheng Industrial Park Investment Co., Ltd
Zhonghan No.1 refers to Yancheng Zhonghan No.1 Investment Fund (limited partnership)
Zhongqi research Hotel refers to Jiangsu Zhongqi research Hotel Co., Ltd
Tianjin Inspection Center refers to China auto research Automobile Inspection Center (Tianjin) Co., Ltd
Hulunbuir inspection center refers to China Automotive Research Automobile Inspection Center (Hulunbuir) Co., Ltd
Design Institute of China automobile center refers to China Automobile Research and development Automotive Industry Engineering (Tianjin) Co., Ltd
Jiangsu Yueda Investment Co.Ltd(600805) refers to Jiangsu Yueda Investment Co.Ltd(600805)
Haicheng industry refers to Yancheng Dafeng Haicheng Industrial Development Co., Ltd
Jinfeng agriculture refers to Yancheng Jinfeng Agricultural Development Co., Ltd
Geely Group refers to Zhejiang Geely Holding Group Co., Ltd
Weilai holding refers to Weilai Holding Co., Ltd
BAIC group refers to BAIC Group Co., Ltd
Jac group refers to Anhui Jianghuai Automobile Group Corp.Ltd(600418)
Continental refers to Continental AG, Continental Germany and its subsidiaries and joint ventures around the world
Jiatong tire refers to Jiatong tire (China) Investment Co., Ltd
Shanghai Sizhi refers to Shanghai Sizhi Automotive Engineering Technology Co., Ltd
Chery group refers to Chery Holding Group Co., Ltd
Shanghai Testing Center refers to Shanghai motor vehicle testing and Certification Technology Research Center Co., Ltd
China Automotive Engineering Research Institute Co.Ltd(601965) refers to China Automotive Engineering Research Institute Co.Ltd(601965)
Guangzhou Grg Metrology&Test Co.Ltd(002967) refers to Guangzhou Grg Metrology&Test Co.Ltd(002967)
Colette Jos refers to Yancheng Dafeng Colette Jos Automobile Technical Service Co., Ltd
Tianruntongcheng Automobile Technical Service Co., Ltd., Dafeng District, Yancheng City
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Dafeng Port Management Committee refers to the Management Committee of Jiangsu Dafeng Port Economic Development Zone
The state owned assets supervision and Administration Commission of Yancheng refers to the state owned assets supervision and Administration Commission of Yancheng government
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of registration refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
The Interim Regulations on the administration of state owned assets refer to the Interim Regulations on the supervision and administration of state owned assets of enterprises
The administrative measures for appraisal refers to the administrative measures for the appraisal of state owned assets
The provisions on certain issues of state owned assets appraisal refers to the provisions on certain issues of state owned assets appraisal management
The Interim Measures for the administration of gratuitous transfer refer to the Interim Measures for the administration of gratuitous transfer of state-owned property rights of enterprises
Land Administration Law refers to the land administration law of the people’s Republic of China
The reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January June 2021
The last two years and the first period refer to 2019, 2020 and January June 2021
3. The board of directors refers to the general meeting of shareholders, the board of directors and the board of supervisors
Declare that 1 interpretation 2 catalog Section 1 project operation process five
1、 The internal audit process of the recommendation institution five
2、 Project initiation review process seven
3、 The main process of project implementation seven
4、 The main process of the sponsor’s internal verification department reviewing the project thirteen
5、 The review process of the sponsor’s approval committee for this project Section II existing problems and solutions of the project fifteen
1、 The deliberation of the decision-making body for the project evaluation of the recommendation institution fifteen
2、 Main problems and solutions found in the process of due diligence 15 III. main issues concerned by the kernel inspection department and the specific implementation of the opinions of the kernel inspection department
…… 20 IV. main issues concerned by the kernel meeting, audit opinions and implementation of the kernel opinions item by item
…… V. recommendation institution’s notice on the implementation of relevant issues on Further Strengthening the internal control of recommendation institutions
The situation of Vi. recommendation institution’s question and answer on the implementation of issuance supervision – private investment related to issuance supervision
Information about the “answers to the filing questions of the fund” fifty-one
7、 Verification opinions of the recommendation institution on the issuer’s profit distribution policy VIII. The recommendation institution’s commitment to the issuer and its controlling shareholders, directors, supervisors and senior managers of the company
Verification opinions on promises and binding measures 52 IX. according to the relevant provisions on profitability in the prospectus of initial public offering and listed companies
The verification required by the guidelines on information disclosure fifty-three
10、 The verification of the sponsor’s business status after the audit deadline of the issuer sixty-three
11、 Verification of the diluted immediate return and measures to fill the return of this issuance sixty-seven
12、 The verification of the recommendation institution on the implementation of the audit points of Shenzhen Stock Exchange sixty-seven
13、 Verification of professional opinions issued by the recommendation institution to the securities service institution one hundred and eighteen
Section I project operation process
1、 Internal audit process of the recommendation institution
According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business (Order No. 170 of the CSRC), Galaxy Securities has formulated the implementation rules for the establishment of China Galaxy Securities Co.Ltd(601881) investment banking business (Galaxy Securities Regulation [2020] No. 141) and the management measures for the core of China Galaxy Securities Co.Ltd(601881) investment banking business (Trial) (Galaxy Securities Regulation [2019] No. 68).
The project audit process of galaxy securities can be divided into two stages: project initiation audit and internal verification before project application. The details are as follows: (I) project initiation audit
Galaxy Securities Investment Bank Management Committee (hereinafter referred to as “investment bank committee”) has an investment bank project initiation Committee (hereinafter referred to as “investment bank project initiation committee”), which, as the decision-making body for the project initiation and approval of investment bank projects, performs the relevant responsibilities of project initiation and approval for the projects to enter the counseling stage of initial public offering (IPO) as authorized by the investment bank Committee, The quality control headquarters of the investment bank serves as the office for the daily work of the investment bank project approval committee.
The number of members of the project initiation Committee of an investment bank participating in the project initiation review shall not be less than 5, of which 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 review. The resolution approving the project initiation shall be voted by at least 2 / 3 of the project initiation members participating in the deliberation.
For the project initiation that needs to be considered by the investment bank project initiation Committee, the project team shall prepare a full set of project initiation application materials. After being reviewed by the team leader, department leader and the investment bank quality control headquarters, the quality control officer shall submit the project initiation application materials to the project initiation members who consider the project. The project initiation members shall vote within 3 working days after receiving them, and complete the project initiation after passing the review.
The investment bank project approval committee shall perform its duties by means of on-site, communication and written voting, and make a decision on whether the investment bank project can be approved by voting. The project initiation meeting shall be held by means of on-site meeting, teleconference, video conference, etc.
The procedures of the project initiation meeting are as follows: 1. The project leader is responsible for submitting a full set of project initiation application materials; 2. Review by team leader; 3. Approved by department head; 4. The quality control Commissioner of the investment bank shall convene the project approval committee or the project approval committee and submit the project approval materials to the project approval committee of the investment bank after the project approval meeting; 5. The project initiation Committee of the investment bank held a project initiation meeting to consider and vote on the project.
