Northeast Securities Co.Ltd(000686)
about
Zhuhai Enpower Electric Co.Ltd(300681) issuing A-share shares to specific objects and listing on the gem
Issuance recommendation
(address: No. 6666, ecological street, Changchun)
February, 2002
Statement
The recommendation institution and its designated recommendation representatives Zhu Chen and Zhang Xiaoping, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and recommendation work report, and other relevant laws Laws and regulations and relevant provisions of the China Securities Regulatory Commission, be honest, trustworthy, diligent and responsible, issue this issuance recommendation letter 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 offering recommendation letter, unless otherwise stated in this offering recommendation letter, the specific meanings of the following words are as follows: general term interpretation company, Zhuhai Enpower Electric Co.Ltd(300681) , listed company refers to Zhuhai Enpower Electric Co.Ltd(300681) company, issuer, this offering of the company This time refers to the issuer’s behavior of issuing 10000 shares (including this number) of RMB common shares to specific objects with a par value of 1.00 yuan and no more than 1134.00 yuan
General meeting means Zhuhai Enpower Electric Co.Ltd(300681) general meeting of shareholders
Board of directors means the Zhuhai Enpower Electric Co.Ltd(300681) board of directors
Board of supervisors refers to the board of supervisors Zhuhai Enpower Electric Co.Ltd(300681)
The pricing base date refers to the first day of the issuance period
The controlling shareholder and actual controller refer to Mr. Jiang Guibin, the sponsor (lead underwriter), the sponsor Northeast Securities Co.Ltd(000686) and the sponsor
The issuance recommendation letter refers to the issuance recommendation letter on Zhuhai Enpower Electric Co.Ltd(300681) issuing A-Shares to specific objects and listing on the gem
Guofeng law firm, lawyer and issuer refer to the lawyer of Beijing Guofeng law firm
Lixin certified public accountants and certified public accountants refer to Lixin Certified Public Accountants (special general partnership)
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The Registration Measures refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
Articles of association means the Zhuhai Enpower Electric Co.Ltd(300681) articles of association
Yuan, ten thousand yuan and one hundred million yuan refer to yuan, ten thousand yuan and one hundred million yuan, unless otherwise specified in this report
The most recent three-year period and three-year period refer to 2018, 2019, 2020 and January September 2021 and the reporting period
The end of each reporting period refers to December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021
Shandong Zhuhai Enpower Electric Co.Ltd(300681) refers to Shandong Zhuhai Enpower Electric Co.Ltd(300681) Electric Co., Ltd
Dingyuan new energy refers to Zhuhai Dingyuan new energy automotive electrical Research Institute Co., Ltd
Hong Kong Zhuhai Enpower Electric Co.Ltd(300681) means Zhuhai Enpower Electric Co.Ltd(300681) (Hong Kong) Limited
Shanghai Zhuhai Enpower Electric Co.Ltd(300681) refers to Shanghai Zhuhai Enpower Electric Co.Ltd(300681) Technology Co., Ltd
Note: in the issuance recommendation letter, if the total number is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
catalogue
interpretation…… 2 catalog Section 1 basic information of this securities issuance six
1、 Introduction to the staff of the recommendation institution six
2、 Basic information of the issuer seven
3、 Information of controlling shareholders and actual controllers of the issuer nine
4、 Main financial data and financial indicators of the issuer eleven
5、 This issuance plan thirteen
6、 Description of the relationship between the sponsor and the issuer fifteen
7、 The internal audit procedures and core opinions of the sponsor sixteen
Section II commitments of the sponsor Section III recommendation opinions on this securities issuance nineteen
1、 Recommendation conclusion on this securities issuance and listing nineteen
2、 Verification of the issuer’s decision-making procedures nineteen
3、 Description of the securities issuance meeting the issuance conditions nineteen
4、 Verification opinions of the recommendation institution on the issuer’s profit distribution policy 26 v. verification opinions on the issuer’s implementation of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring 28 VI. according to the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business, the verification of securities companies and issuers hiring a third party in investment banking business twenty-nine
7、 The main risks of the issuer’s issuance thirty
8、 Evaluation of the development prospect of the issuer thirty-eight
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
(I) sponsor representative
Northeast Securities Co.Ltd(000686) authorized the recommendation representatives in charge of this issuance project are Zhu Chen and Zhang Xiaoping. Their practice of recommendation business is as follows:
Zhu Chen, male, recommendation representative, non practicing certified public accountant, master of science, has participated in and been responsible for the value evaluation of the debt to equity swap of Jean nickel’s bankruptcy reorganization, the listing of Huawei design (833427) selected layer, Fujian Snowman Co.Ltd(002639) (002639) refinancing project, etc. in the process of recommendation business, he strictly abides by the relevant provisions such as the measures for the administration of securities issuance and listing recommendation business, Good practice record.
Zhang Xiaoping, male, sponsor representative and non practicing certified public accountant, has participated in or been responsible for the IPO of Regent Optoelectronics (a14387), Guangdong Saca Precision Manufacturing Co.Ltd(300464) (300464) refinancing project, Guangdong Xinhui Meida Nylon Co.Ltd(000782) (000782) refinancing project, Shenzhen United Winners Laser Co.Ltd(688518) (833684), Jinli shares (832161) and other new third board listing and directional issuance projects of many companies, During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
(II) Project Co sponsor
Cai Zhiming, male, doctor of engineering, once worked in Citic Securities Company Limited(600030) , participated in or was responsible for Jiangsu Safety Wire Rope Co.Ltd(603028) (603028) refinancing project, New Universal Science And Technology Co.Ltd(300472) (300472) refinancing project, Fujian Snowman Co.Ltd(002639) (002639) refinancing project, Qingdao Tianneng Heavy Industries Co.Ltd(300569) (300569) convertible bonds, other financial consultants of Jiutai rural Commercial Bank (6122. HK), etc, During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
(III) other members of the project team
Other members of the securities issuance project team include fan Gangqiang, Xu Dezhi, Liu Yixing, Huang Xuhui and Yu Guanqi. Fan Gangqiang, male, lawyer, sponsor representative, double Bachelor of Finance and accounting, master of law. He has been engaged in the capital market business of investment banks since 2008. He once worked in securities companies such as China Investment Securities Co., Ltd. and has more than 10 years of working experience in investment banks. He has successively served as the person in charge of many IPO, M & A, refinancing and other projects, and has rich project experience; As the project leader, I was responsible for the project cases, including: Hubei Kailong Chemical Group Co.Ltd(002783) (002783) IPO project, Hunan Corun New Energy Co.Ltd(600478) (600478) refinancing project, Liqun printing IPO project (later acquired to listed companies), Shenzhen Prolto Supply Chain Management Co.Ltd(002769) IPO project (002769), Hunan Corun New Energy Co.Ltd(600478) major asset restructuring project, Jcet Group Co.Ltd(600584) refinancing project (600584), Dongfang Jinyu refinancing project (600086) Huasheng Technology bankruptcy and reorganization project (successfully restructured), Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) convertible bond project (002822), Huawei design (833427) selected layer listing, Fujian Snowman Co.Ltd(002639) refinancing project (002639), etc. strictly abide by the relevant provisions of the measures for the management of securities issuance and listing recommendation business, and have a good practice record.
Xu Dezhi, male, master of economics, sponsor representative, has been engaged in the capital market business of investment banks since 2010. He has worked in securities companies such as CIC securities and has more than 10 years of working experience in investment banks. He has participated in or presided over Jingwei Textile Machinery Company Limited(000666) (000666) refinancing project, Anhui Xinke New Materials Co.Ltd(600255) (600255) refinancing project, Ningbo thermal power (600982) refinancing project, Dongfang Jinyu (600086) refinancing project, Shandong Polymer Biochemicals Co.Ltd(002476) (002476) refinancing project, Sto Express Co.Ltd(002468) (002468) backdoor listing of aidixi, listing of selected layer of Huawei design (833427), Fujian Snowman Co.Ltd(002639) (002639) refinancing project, etc, Strictly abide by the measures for the administration of securities issuance during the practice of recommendation business.
Liu Yixing, male, master of law, lawyer, once worked in Beijing Jindu (Shenzhen) law firm, with many years of legal service experience in listed companies, and participated in many bankruptcy reorganization and debt restructuring projects of listed companies, as well as other financial consulting projects of Jiutai Rural Commercial Bank (6122. HK), During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Huang Xuhui, male, master of economics, non practicing certified public accountant, once worked in KPMG Huazhen certified public accountants, Ping An Group and other institutions. He has many years of financial audit and business audit experience, and has participated in Fujian Snowman Co.Ltd(002639) (002639) refinancing project, other financial consulting projects of Jiutai rural commercial Bank (6122. HK), During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Yu Guanqi, male, master of business, strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant regulations in the practice of recommendation business, and has a good practice record.
2、 Basic information of the issuer
(I) basic information Chinese name Zhuhai Enpower Electric Co.Ltd(300681)
English Name: Zhuhai empower Electric Co., Ltd
Legal representative: Jiang Guibin
Date of establishment: January 14, 2005
Stock abbreviation Zhuhai Enpower Electric Co.Ltd(300681) stock code 300681 Shenzhen stock exchange where SZ shares are listed
Registered capital: 75600000 yuan
Registered address: Building 1, No. 6, Keji 6th Road, Tangjiawan Town, high tech Zone, Zhuhai
Postal Code: 519085 Tel: 0756-6860880 Fax: 0756-6860881 company website http://www.enpower.com./ E-mail [email protected].
Development, production, business scope, processing (except restricted and prohibited categories) and sales of electrical products, electronic components and products, motor vehicle parts and components, computer software and hardware; Wholesale and retail of Wujinjiaodian and storage battery. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Technical services.
Note: according to the articles of Association (January 2022) and the comparison table of amendments to the articles of Association issued by the Issuer on January 26, 2022, due to the change of share capital caused by the exercise of employee stock options, as of December 31, 2021, the share capital of the issuer has increased to 76.60102 million shares. The registered capital and other industrial and commercial registration items have not been changed.
(II) type of securities issuance
This issuance is to issue RMB common shares (A shares) to specific objects.
(III) equity structure of the issuer and top ten shareholders
1. Latest equity structure of the issuer
As of September 30, 2021, the total share capital of the issuer is 75.6 million shares, and the share capital structure of the issuer is as follows:
Number of shares held by the project (10000 shares) shareholding ratio
1、 Shares with limited sales conditions 3226.50 42.68%
2、 4333.50 57.32% of tradable shares without restrictions
total
