Chinalin Securities Co.Ltd(002945)
about
Shenzhen kangguan Technology Co., Ltd
Initial public offering and listing
of
Issuance and recommendation work report
Sponsor (lead underwriter)
(address: 5-5, unit 1, building 3, international headquarters city, Liuwu new area, Lhasa, Tibet Autonomous Region)
statement
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as "the sponsor", " Chinalin Securities Co.Ltd(002945) " the sponsor ") accepts the entrustment of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as" the issuer "," kangguan technology "," the company ") to act as the sponsor of its initial public offering and listing (hereinafter referred to as" the project ").
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 initial public offering and listing (hereinafter referred to as the "initial public offering measures") The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") and other relevant laws and regulations, as well as the relevant provisions of the CSRC, shall be honest, trustworthy, diligent and responsible, issue this recommendation work report in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity of the documents issued Accuracy and completeness.
Unless otherwise specified in this offering recommendation report, the meaning of relevant terms is the same as that in the prospectus for initial public offering of Shenzhen kangguan Technology Co., Ltd. (application draft).
1、 Project operation process (I) internal audit process
The sponsor has performed a strict internal audit process for the IPO and listing projects of the issuer:
1. Project approval: on August 26, 2019, the sponsor held a project approval committee meeting to review the project and agree to the project approval.
2. Audit by the internal verification department: from April 12 to April 16, 2021, the quality control department and the core Department of the sponsor conducted on-site audit on the issuer's application documents and working papers, and formed an audit report.
The project team of the sponsor has responded and rectified the audit opinions of the internal verification department item by item.
3. Question and verification: on May 11, 2021, the person in charge of the recommendation business department and the person in charge of the core Department of the recommendation institution asked and verified the signing and recommendation representatives of the project, Zhong Hao and Yang Xin, and formed opinions on the question and verification. The project team of the sponsor has further verified, improved and replied item by item according to the verification opinions.
4. Review by the core team: the core team of the sponsor held a core meeting on May 14, 2021 to review the IPO and listing application documents of the issuer. At the kernel meeting, the members of the kernel team discussed the problems and risks of the issuer's application for IPO and listing, and the project team answered the questions raised by the members of the kernel team one by one.
The core group considered and adopted this item by vote.
The sponsor's project team implemented the core opinions item by item, and the internal verification department checked the implementation of the core opinions.
5. Review of feedback reply and updated financial data: the internal verification department of the recommendation institution reviewed the feedback reply and the application data after updating the financial data of the half year of 2021 from September 16 to September 26, 2021.
6. Review of supplementary feedback reply: the internal verification department of the recommendation institution reviewed the supplementary feedback reply from January 2 to January 6, 2022.
7. Review of the reply to the notification letter: the internal verification department of the recommendation institution reviewed the reply to the notification letter from January 15 to January 18, 2022.
8. Review of post meeting matters and updated financial data: the internal verification department of the recommendation institution reviewed the information of post meeting matters updating the financial data of 2021 from January 27 to January 28, 2022. (II) main process of project approval
1. Project initiation application time
On August 21, 2019, the project team of the sponsor submitted the project initiation application report of the project.
2. Project initiation meeting time
The project was approved at the project initiation meeting on August 26, 2019.
3. Members of the project evaluation decision-making body (attending the project approval meeting): Yang He, Wang Fuxue, Cao min, Lei Chen, Zhao Guirong, Liu Ying and Qiu Jingjing. (III) main process of project implementation
1. Composition and division of labor of the project team
The project team members of the project and their specific work contents are as follows:
Name of member: main specific work
Mainly responsible for overall coordination, organization and arrangement of due diligence; Review the work of other project team members; Review the full set of application documents; Review working papers; Review the relevant reports issued by accountants; Review relevant documents issued by lawyers; Participate in the guidance of the issuer.
Responsible for the due diligence on the issuer's risks and other important matters. The sponsor representative Zhong Hao includes analyzing the issuer's existing risk factors, past occurrences and risk control measures; Be responsible for the due diligence on the issuer's future development and planning, including verifying the issuer's development planning and business philosophy, and paying attention to its rationality and feasibility; Verify the completion of the issuer's development plans over the years and the development objectives of various specific businesses; Check and analyze whether the investment direction of the issuer's raised funds is consistent with the development plan and development objectives.
Responsible for part of the audit work, including the verification of the issuer and its major shareholders
Relationship with intermediaries; Verify the authenticity and effectiveness of the issuer's important contracts; Check whether the directors, supervisors and senior managers of the issuer are subject to administrative punishment by the CSRC and public condemnation by the exchange; Inquire and confirm the corresponding sales and purchase amount and the corresponding accounts receivable and payable from the company's main suppliers and partners.
Jointly and comprehensively coordinate, organize and arrange due diligence; Review the work of other project team members; Review the full set of application documents; Review working papers; Review the relevant reports issued by accountants; Review relevant documents issued by lawyers; Participate in the guidance of the issuer.
Be responsible for the due diligence verification of the issuer's finance and accounting, including reviewing the audit report and financial report, and paying attention to the audit opinions and major abnormal events; Analyze and review the authenticity of financial accounting information; Analyze the financial situation of the issuer; Analysis of the issuer's profitability and its sustainability; Analyze the cash flow of the issuer and pay attention to its real profitability and sustainable operation ability; Check the issuer's major capital expenditure; Analyze the financial situation, profitability and future trend of the issuer.
Be responsible for the due diligence of the issuer's business and technology, including verifying the purpose of the issuer's main business, main products or services, and verifying the issuer's and industry business model; Check the current situation and development of the issuer's industry, and check the issuer's industry status and competition; Check the issuer's sales model, sales and changes; Check the issuer's R & D system, R & D mode, R & D investment and R & D achievements; Check the issuer's innovation and growth.
Responsible for part of the audit work, including interviews with the chairman of the issuer, the Secretary of the board of directors and the person in charge of finance, and random interviews with some employees; Including visiting the issuer's competent department and interviewing relevant staff; Visit the issuer's main customers, suppliers and correspondent banks and interview relevant business personnel; Observe the operation of the company on site.
Be responsible for the due diligence verification of the issuer's finance and accounting, including reviewing the audit report and financial report, and paying attention to the audit opinions and major abnormal events; Analyze and review the authenticity of financial accounting information; Analyze the financial situation of the issuer; Analyze the profitability and sustainability of the issuer; Analyze the cash flow of the issuer and pay attention to its real profitability and sustainable operation ability; Check the issuer's major capital expenditure; Analyze the financial status, profitability and future trend of the issuer.
Xu Hongxing, the co organizer of the project, is responsible for part of the verification work, visiting the issuer's main and new customers and suppliers, interviewing relevant business personnel, and verifying the authenticity of the amount and quantity sold and purchased by the issuer; Inquire the issuer's main and new customers and suppliers by letter to confirm the corresponding sales and purchase amount, corresponding receivable and payable balance, contract terms, etc; Consult the detailed statement of various period expenses of the issuer, and verify the completeness and rationality of the period expenses; Check the authenticity of the large amount bank deposit account, consult the issuer's bank account information and write to the bank; Spot check the sub ledger of monetary funds and verify the business background of large monetary capital outflow and inflow; Check the authenticity of large receivables, check the list of main debtors and understand the situation of debtors,
Check the recovery of accounts receivable and the consistency between the remitter and the customer; Check the authenticity of the inventory, consult the inventory list of the issuer, and draw large inventory on the spot; Observe the operation of main fixed assets and verify the authenticity of new fixed assets in the current period.
Mainly responsible for the due diligence on the basic information and historical evolution of the issuer, including verifying the legality and compliance of the restructuring and establishment of the issuer; Check the industrial and commercial registration and previous changes of the issuer; Check the legality and availability of the capital contribution of the issuer's shareholders, and check the legality and compliance of other changes such as equity transfer; Check the basic information and equity status of the issuer's major shareholders.
Be responsible for the due diligence on the issuer's risks and other important matters, including the analysis of the issuer's existing risk factors, past occurrences and risk control measures; check
