China Merchants Securities Co.Ltd(600999)
about
Zhejiang HENGWEI Battery Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance recommendation
Sponsor (lead underwriter)
No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen
statement
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”) This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and moral standards formulated in accordance with the law, the administrative measures for securities issuance and listing (hereinafter referred to as the “measures for recommendation management”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), And ensure the authenticity, accuracy and completeness of the documents issued. (in this offering recommendation letter, unless the context otherwise requires, the interpretation is the same as that in the prospectus)
1、 Basic information of this securities issuance
(I) introduction to the recommendation institution, recommendation representative and project team members
Recommendation agency recommendation representative Project Co sponsor other project team members
China Merchants Securities Co.Ltd(600999) Wang Senhe, Tan Guotai – Yang Yi, Yang Feifei, Yu Hongqiao, Lai bin
1. Recommendation representative’s main recommendation business practice
China Merchants Securities Co.Ltd(600999) recommendation representative Wang Senhe’s main recommendation business practice is as follows:
Is the project name recommendation under continuous supervision
Suzhou Jinhong Gas Co.Ltd(688106) the sponsor representative of the initial public offering of A-Shares and listing on the science and innovation board is
Dahu Aquaculture Co.Ltd(600257) 2015 non-public offering sponsor representative no
China Merchants Securities Co.Ltd(600999) recommendation representative Tan Guotai’s main recommendation business practice is as follows:
Is the project name recommendation under continuous supervision
Qianhe Condiment And Food Co.Ltd(603027) 2018 public offering of A-share convertible corporate bonds sponsor representative no
Sirio Pharma Co.Ltd(300791) the sponsor representative of the initial public offering of A-Shares and listing on the gem is
Ningbo Tuopu Group Co.Ltd(601689) the sponsor representative of non-public offering in 2020 is
As the recommendation representatives, Mr. Wang Senhe and Mr. Tan Guotai have good conduct, have the professional ability to organize and implement the recommendation project, master the professional knowledge of law, accounting, financial management, taxation and audit related to the recommendation business, have more than 36 months of recommendation related business experience in the last five years and have been engaged in recommendation related business in the last 12 months, In the past three years, it has not been subject to major disciplinary sanctions by stock exchanges and other self regulatory organizations or administrative penalties or major administrative supervision measures by the CSRC. The signing recommendation representative meets the conditions specified in Article 4 of the measures for the administration of securities issuance and listing recommendation business.
2. Co sponsors of this securities issuance project and members of its project team
Project Co organizer: – Yang Yi
Other project team members: Yang Feifei, Yu Hongqiao, Lai bin
3. China Merchants Securities Co.Ltd(600999) relevant circumstances of directly or indirectly employing other third parties with compensation in this transaction
According to the opinions on strengthening the risk prevention and control of honest and clean employment of securities companies in investment banking business (CSRC announcement [2018] No. 22), the sponsor’s verification opinions on the paid employment of various third-party institutions and individuals (hereinafter referred to as “third parties”) in this project are as follows:
The recommendation institution does not directly or indirectly employ any third party with compensation in this recommendation business, nor does it employ any third party without disclosure.
(II) basic information of the issuer
1. Basic information
Name of issuer: Zhejiang HENGWEI Battery Co., Ltd
Registration place: No. 77, Zhengyang West Road, Youche port, Xiuzhou District, Jiaxing City, Zhejiang Province
Date of incorporation: January 14, 1999
Date of establishment of the joint stock company: June 2, 2017
Contact 0573-82235810
Production and sales of dry batteries and their accessories and supporting small household appliances; The research business scope of battery parts and special equipment for battery production includes development, manufacturing, sales and related technical services; Engaged in import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The type of securities issued this time is RMB common stock A shares
2. Circumstances related to the issuer’s direct or indirect paid employment of other third parties in this transaction
According to the opinions on strengthening the risk prevention and control of honest and clean employment of securities companies in investment banking business (CSRC announcement [2018] No. 22), the sponsor’s verification opinions on the issuer’s paid employment of various third-party institutions and individuals (hereinafter referred to as “third parties”) and other relevant behaviors in this project are as follows:
HENGWEI battery legally hired China Merchants Securities Co.Ltd(600999) as the sponsor of the project, Guohao law firm (Suzhou) as the legal adviser of the issuer of the project, Tianjian Certified Public Accountants (special general partnership) as the audit institution of the issuer of the project, and Kunyuan Asset Appraisal Co., Ltd. as the asset appraisal institution of the issuer of the project, Robson law firm is employed as the overseas lawyer of the issuer of the project.
After verification, in addition to the above hiring behavior, Hengwei battery has directly or indirectly hired other third-party institutions for compensation in the project: Shanghai Niantong Enterprise Consulting Co., Ltd. is hired as the consulting service provider of the project feasibility study, and Shanghai Wanyan Culture Communication Co., Ltd. is hired as the consulting service provider of media relations and investor relations management.
The above employment acts are legal and compliant.
1. Shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the sponsor or its controlling shareholders, actual controllers and important related parties
The sponsor and its controlling shareholders, actual controllers and important related parties do not hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties in any way.
2. Shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
The issuer and its controlling shareholders, actual controllers and important related parties do not hold the shares of the sponsor or its controlling shareholders, actual controllers and important related parties in any way.
3. The rights and interests of the issuer owned by the recommendation representative of the recommendation institution and its spouse, directors, supervisors and senior managers, and their positions in the issuer
The recommendation representative of the recommendation institution and his / her spouse, and the directors, supervisors and senior managers of the recommendation institution do not have the rights and interests of the issuer or hold positions in the issuer.
4. Mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer
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. Other related relationships between the recommendation institution and the issuer
In addition to the above description, there is no other related relationship between the recommendation institution and the issuer that needs to be explained.
(IV) internal audit procedures and opinions of the recommendation institution
1. Internal audit procedures of the sponsor
Phase I: project initiation review phase
Before the formal agreement is signed, the project team shall file an application for project initiation, and the quality control department of the investment bank headquarters of the sponsor shall carry out the project initiation review of the sponsor projects and conduct pre project evaluation of all the sponsor projects. The project initiation committee is the decision-making body for project initiation, which makes decisions on whether to initiate investment banking projects, so as to ensure the overall quality of the project and achieve the purpose of controlling project risks.
The quality control department of the investment bank headquarters is responsible for organizing and holding the project initiation meeting. Each project initiation meeting is attended by 5 project initiation committee members. If 4 votes (inclusive) or more are “agreed”, the project initiation is deemed to have been approved; if 2 votes (inclusive) or more are “opposed”, the project initiation is deemed to have been rejected; in other cases, it is deemed to be “suspended”, and the chairman has one vote of veto.
Phase II: project management and quality control
During the implementation of the sponsor project, the quality control department of the headquarters of the investment bank shall timely participate in the progress of the project, so as to manage and control the project and further ensure and improve the project quality.
The quality control department of the headquarters of the investment bank aims to intervene in the early and medium-term implementation of the project, take pre risk control measures on the one hand, and give technical guidance to the project on the other hand. At the same time, the personnel of the quality control department of the headquarters of the investment bank are responsible for the review of the project due diligence and the process control of the project implementation, participate in the formulation of the overall scheme of the project as appropriate, review the working paper of the project due diligence, whether the relevant professional opinions and recommended documents are fully based, and whether the project team is diligent and responsible to issue clear acceptance opinions, Only those who pass the acceptance can start the review procedure of the kernel meeting.
Phase III: the core review phase of the project
The project core review system implemented by the sponsor is formulated according to the core review requirements of the CSRC on the issuance and underwriting business of the sponsor (lead underwriter). It is to review all the sponsor projects before formal declaration, so as to strengthen the quality management and risk control of the project, improve the quality and efficiency of the company’s sponsor and reduce the risk of the company’s issuance and underwriting.
The core Department of the sponsor is responsible for organizing the members of the core group of equity business to hold core meetings in accordance with the measures for the management of the core Committee of China Merchants Securities Co.Ltd(600999) investment banking business and its annex rules of procedure of the core group of equity business. Each core meeting is attended by 9 core committee members, If more than 7 members (including 7) agree and the chairman / vice chairman or members of the risk management department do not exercise one vote of veto or one vote of suspension, it shall be deemed as approved and the final approval opinion shall be formed.
All the issuance application materials of the sponsor’s main underwriting projects shall be submitted for review after being reviewed and approved by the core team.
2. The sponsor’s opinions on the securities issuance and listing of Zhejiang HENGWEI Battery Co., Ltd
On August 31, 2020, the sponsor held a core meeting to review the initial public offering of shares of Zhejiang HENGWEI Battery Co., Ltd. and its listing on the gem. After a collective vote of 9 members, The core group of equity investment banking business of the sponsor agrees to recommend Zhejiang HENGWEI Battery Co., Ltd. to submit the application materials for initial public offering of A-Shares to Shenzhen Stock Exchange. 2、 Commitment of the sponsor
Through due diligence and careful verification of the application documents, the recommendation institution makes the following commitments:
(I) the recommendation institution 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;
(II) 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 on the gem;
(III) 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;
(IV) 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;
(V) 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 other securities service institutions;
(VI) the sponsor representative and other members of the project team have performed due diligence and Prudential verification on the issuer’s application documents and information disclosure materials;
(VII) there are no false records, misleading statements or major omissions in other documents related to the issuance of the recommendation letter and the performance of the recommendation duties;
(VIII) the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
(IX) voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business. 3、 Recommendation on this securities issuance
(I) the issuer has fulfilled the decision-making procedures stipulated by the company law, the securities law and the CSRC for this securities issuance
1. Approval of the board of directors of the issuer for this securities issuance and listing
On July 15, 2020, the issuer held the second meeting of the second board of directors in accordance with the law, deliberated and adopted the proposal on Zhejiang HENGWEI Battery Co., Ltd. applying for initial public offering of RMB common shares (A shares) and listing on the gem and other proposals related to this issuance and listing.
2. Approval and authorization of the issuer’s general meeting of shareholders for this securities issuance and listing
On July 30, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020 according to law, deliberated and approved the proposal on Zhejiang HENGWEI Battery Co., Ltd. applying for initial public offering of RMB common shares (A shares) and listing on the gem and other proposals related to this issuance and listing, And authorize the board of directors to handle matters related to the issuance and listing. The validity of these proposals is the second extraordinary general meeting of shareholders in 2020
