China Industrial Securities Co.Ltd(601377) about Aoki Digital Technology Co., Ltd. IPO and listing on GEM
of
Issuance and recommendation work report
Sponsor (lead underwriter)
January, 2002
China Industrial Securities Co.Ltd(601377)
About Aoki Digital Technology Co., Ltd
Recommendation report on initial public offering and listing on GEM
Aoki Digital Technology Co., Ltd. applied for IPO and listing on the gem, and submitted the issuance application documents in accordance with the company law, the securities law, the measures for the registration and administration of IPO on the gem (for Trial Implementation), the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant laws and regulations. China Industrial Securities Co.Ltd(601377) as the recommendation agencies applying for IPO and listing on the gem, Lin Yue and Wang Xian, as the recommendation representatives specifically responsible for recommendation, have specially issued the recommendation work report of this issuance as the supporting documents of the recommendation letter.
In accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and the stock exchange, the recommendation institution and the recommendation representative are honest, trustworthy, diligent and responsible, and issue the recommendation work report of this issuance in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and Integrity and timeliness.
interpretation
Unless the context otherwise requires, the following abbreviations have the following specific meanings in this issuance recommendation work report: China Industrial Securities Co.Ltd(601377) , this recommendation institution and the recommendation institution refer to China Industrial Securities Co.Ltd(601377)
The company, issuer and Aoki Co., Ltd. refer to Aoki Digital Technology Co., Ltd
Aoki Digital Technology Co., Ltd
Qingmu Shanghai branch refers to the first branch of Qingmu Digital Technology Co., Ltd
Qingmu Beijing branch refers to Beijing Branch of Qingmu Digital Technology Co., Ltd
Qingmu e-commerce refers to Guangzhou Qingmu e-commerce Co., Ltd
Qitou e-commerce refers to Guangzhou Qitou e-commerce Co., Ltd
Yunneng technology refers to Guangzhou Yunneng Technology Co., Ltd
Qingfeng online warehouse refers to Guangzhou Qingfeng online Warehouse Technology Co., Ltd
Data mill technology refers to data mill (Guangzhou) Technology Co., Ltd
Guangzhou Meipu refers to Guangzhou Meipu Brand Management Co., Ltd
Lingshi Jinwan refers to Shanghai Lingshi Jinwan Culture Communication Co., Ltd
Aoki Hong Kong refers to Aoki Hong Kong Holdings Limited
Yunneng partnership refers to Guangzhou Yunneng enterprise management partnership (limited partnership)
Yunpei partnership refers to Guangzhou yunpei investment partnership (limited partnership)
Yunjie partnership refers to Guangzhou Yunjie investment partnership (limited partnership)
Yunjia partnership refers to Guangzhou Yunjia enterprise management partnership (limited partnership)
Yunshang partnership refers to Zhuhai yunshang investment consulting partnership (limited partnership)
Suihui partnership refers to Guangzhou suihui investment partnership (limited partnership)
Moqian partnership refers to Guangzhou moqian investment partnership (limited partnership)
Beijing Haigang city refers to Beijing Haigang City Technology Co., Ltd
catalogue
interpretation...... 2 catalog Section 1 project operation process four
1、 China Industrial Securities Co.Ltd(601377) internal project audit process four
2、 The main process of project approval of this securities issuance seven
3、 The main process of project implementation seven
4、 The internal verification department reviews the main process of the project eleven
5、 Description of the internal verification process of the recommendation institution twelve
6、 The review process of the project by the kernel team 12 section II existing problems and solutions of the project thirteen
1、 Opinions of the project evaluation decision-making body thirteen
2、 Main problems found in due diligence and solutions thirteen
3、 Main issues concerned by the internal verification department and their implementation thirty-six
4、 Ask about the main problems and implementation of the nuclear discovery forty-one
5、 The main issues discussed in the kernel meeting and their implementation Section III verification of professional opinions issued by securities service institutions fifty-one
Section I project operation process
1、 China Industrial Securities Co.Ltd(601377) internal project audit process
The internal project audit process of China Industrial Securities Co.Ltd(601377) mainly includes project approval audit, working paper acceptance, question and core audit. (I) project approval
The quality control department of the investment bank is responsible for the organization and coordination of the project initiation review. In the project approval stage, the project team shall submit the project approval application to the quality control department of the investment bank according to the regulations, and the quality control department of the investment bank shall conduct the completeness review, and arrange the project approval review after confirming that the materials are complete.
Each project review is valid only when at least five (including five) project members participate in it. Among them, 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. Internal control personnel refer to the personnel in the company whose main responsibilities are to perform internal control functions such as investment banking business quality control, compliance and risk management. The real name system shall be implemented in the project review, with one person and one vote, and no waiver is allowed. The voting results are divided into two situations: Yes and No. If the affirmative vote exceeds 2 / 3 in each voting result, the project is approved. (II) acceptance of working papers
After the issuance application documents and working papers are basically complete, the project team shall apply for on-site inspection to the quality control department of the investment bank as required. After receiving the application for on-site inspection, the quality control department of the investment bank shall check the completeness of the materials submitted by the project team. After the materials submitted by the project team are complete, the quality control department of the investment bank will arrange relevant personnel to the project site for on-site inspection, check the completeness of the project draft according to the regulatory requirements and the company's relevant systems, and review the verification and draft of major items of the project found in the due diligence process of the project team, And check other problems found during the on-site inspection.
After the on-site inspection, the quality control department of the investment bank shall issue the on-site inspection report. The on-site inspection report truthfully records and reflects the on-site inspection, analyzes and judges the project risks and the practice of the project team, and forms a clear on-site inspection conclusion.
After carefully reviewing the due diligence work draft, the quality control department shall issue clear acceptance opinions on whether the relevant professional opinions and recommended documents are fully based and whether the project team is diligent and responsible. If the acceptance is passed, the quality control department shall prepare the project quality control report, list the problems in doubt or needing attention of the project, and submit it to the kernel meeting for discussion. If the acceptance fails, the quality control department requires the project team to explain or supplement relevant working papers and resubmit the acceptance. If the working paper is not accepted, the review procedure of the kernel meeting shall not be started. (III) internal audit
The quality control department of the investment bank shall take the lead in organizing and implementing the audit. The sponsor representative or financial advisor sponsor of the project shall participate in the audit procedure. For the project without sponsor representative or financial advisor sponsor, the project leader shall participate in the audit procedure. The person in charge of the company's recommendation business or the person in charge of the recommendation business department shall participate in the examination of the IPO and listing project.
The quality control personnel of the quality control department of the investment bank asked about the due diligence of the project, the verification process, means and methods adopted by the project team for key matters in the due diligence, and the problems and risks found in the practice process such as the due diligence process according to the checklist and the implementation of quality control. The project signature and recommendation representative / financial consultant sponsor / Project Leader shall reply to the questions raised by the quality control personnel, which can be supplemented by other members of the project team. (IV) core audit
1. Core organization of the company
The core affairs office under the Risk Management Department II of the company is the permanent core organization of the company. At the same time, the company sets up the core Committee of investment banking business as the non established core organization of the company to perform the core deliberation and decision-making responsibilities of investment banking business, conduct independent research and judgment on the risks of investment banking business and express opinions.
2. Kernel matters
When submitting, submitting, issuing or disclosing investment banking business materials and documents in the name of the company, the core procedures must be performed in accordance with the relevant core systems of the company.
Core matters are divided into meeting matters and non meeting matters. The following matters are matters of the meeting:
(1) Whether it agrees to sponsor the issuance and listing of the issuer's shares, convertible bonds and other securities;
(2) Whether it agrees to issue professional opinions on the merger and reorganization of listed companies;
(3) Whether to agree to underwrite the issuance of bonds;
(4) Whether it agrees to recommend the listed companies to apply for stock listing, major asset mergers and acquisitions, and private placement of listed companies that need the examination and approval of the CSRC;
(5) Whether to agree to establish a special plan and issue asset-backed securities;
(6) Rules and other normative documents, industry norms and self-discipline rules, as well as matters deemed necessary by the company.
In addition to the above meeting matters, other approval matters for submitting, submitting, issuing or disclosing investment banking business materials and documents in the name of the company are non meeting matters, which shall be deliberated and decided by the core affairs office.
For the meeting matters, the members of the project kernel Committee shall review the kernel application materials and decide whether the company agrees to submit materials to the outside world by voting; Non meeting matters shall be reviewed by the coordination staff of the office of nuclear affairs.
3. Kernel program
The meeting procedure shall be submitted to the kernel application by the project team first. After meeting the following conditions and being reviewed and approved by the head of the business department and the quality control department of the project, the nuclear Affairs Office shall arrange the nuclear meeting:
(1) The necessary due diligence procedures and related work have been completed in accordance with the relevant provisions of the CSRC and other regulatory institutions and the company, and the preparation of project application documents has been basically completed;
(2) It has been pre examined by the business department and issued clear audit opinions from the business department;
(3) The on-site inspection procedure (if necessary) has been performed, and the rectification and reply have been carried out according to the requirements of the quality control department;
(4) The working paper of the project site due diligence stage has been submitted to the quality control department for acceptance, and the quality control department has passed the acceptance and issued a quality control report including clear acceptance opinions;
(5) The verification required by the verification procedure has been completed, and written or electronic documents have been formed for the verification;
(6) In principle, all necessary government approvals or certificates shall have been obtained;
(7) The project leader has listed the major problems and risks existing in the project, and confirmed that the major problems existing in the issuer have been solved or reasonably explained, and there are no major obstacles affecting the issuance and listing. After the nuclear Affairs Office accepts the nuclear application of the project team, the coordination staff is responsible for the preliminary review of the financial and legal aspects of the nuclear application materials, combined with the on-site inspection (if any), manuscript acceptance, business department review opinions, quality control report, telephone communication, public information disclosure and third-party research report, Focus on whether the review project meets the relevant requirements of laws and regulations, normative documents and self-discipline rules, and whether the due diligence is diligent. If problems and risks are found during the review, written feedback shall be put forward.
The number of kernel members participating in each kernel meeting shall not be less than 7. The voting of the kernel meeting shall be conducted in a closed, open and independent manner, and the kernel members participating in the kernel meeting shall have one vote. The voting vote is divided into affirmative vote and negative vote, and no abstention is allowed. The core meeting shall form clear voting opinions, and the items approved by the core meeting shall be voted and agreed by at least two-thirds of the core members participating in the meeting. Before the application, the project team shall supplement the due diligence procedures according to the core opinions, or further modify and improve the application documents and working papers. The quality control department shall conduct supplementary acceptance of the due diligence working papers supplemented by the project team.
For non meeting procedures, the project team shall supplement the due diligence procedures or supplementary instructions according to the requirements of the core opinions, and form a written or electronic reply document. The kernel personnel shall review the reply and implementation of the kernel opinions to ensure that the kernel opinions are implemented before the project materials and documents are submitted, submitted, issued or disclosed. 2、 The main process of project approval of this securities issuance
On January 5, 2017, the project team submitted the project initiation application of Qingmu Co., Ltd. to the quality control department of the investment bank. After preliminary review by the quality control department of the investment bank, it was submitted to the project initiation Committee for project initiation review. China Industrial Securities Co.Ltd(601377) the project initiation Committee of investment banking business conducted the project initiation review of Qingmu Co., Ltd. on January 12, 2017. Five members of the project initiation Committee of investment banking business, Yuan Yuping, Shi Jun, Wu Hua, Yu Xiaoqun and Xie Wei, deliberated and voted. The result of this project initiation review is that the project initiation of Qingmu Co., Ltd. was passed. 3、 Main process of project implementation (I) composition of project implementation members
Sponsor representatives Lin Yue and Wang Xian
Project Co organizer Li Haidong
Project team members Fang SHIMENG, Cai Yongliang, Jiang Tianze and Hu Ziyi
(II) mobilization time of project team
For the issuer's issuance work, the project team enters the site in stages, and the working hours are as follows:
Phase time
Counseling stage
