Chinalin Securities Co.Ltd(002945) Hualin investment bank [2022] No. 9
About Shenzhen kangguan Technology Co., Ltd
Letter of recommendation for initial public offering and listing
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as "the sponsor" and " Chinalin Securities Co.Ltd(002945) ") accepted the entrustment of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "the issuer", "kangguan technology", "the company") to act as the sponsor for its initial public offering and listing.
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 the 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. 1、 Sponsor representative and other project personnel
Name of member and practice of recommendation business
In charge of or participated in or participated in the charge or participated in the charge or participated in the charge or participation of the Anhui Xinbo Aluminum Co.Ltd(003038) \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\kangsponsor representative technology ( Jiangsu Akcome Science And Technology Co.Ltd(002610) ) Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ) and other major asset restructuring projects.
He was responsible for or participated in the IPO projects of Anhui Xinbo Aluminum Co.Ltd(003038) ( Anhui Xinbo Aluminum Co.Ltd(003038) ), Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ), Yang Xinmu, Wondershare Technology Group Co.Ltd(300624) ( Wondershare Technology Group Co.Ltd(300624) ), New Trend International Logis-Tech Co.Ltd(300532) ( New Trend International Logis-Tech Co.Ltd(300532) ), Jiangxi Huawu Brake Co.Ltd(300095) ( Jiangxi Huawu Brake Co.Ltd(300095) ) and other refinancing projects.
Xu Hongxing, the co organizer of the project, was responsible for or participated in the Anhui Xinbo Aluminum Co.Ltd(003038) ( Anhui Xinbo Aluminum Co.Ltd(003038) ) IPO project.
Other members of the project team: Wang Chong, Han Zhiqiang, Fang Xinyu, Zhou Xiong, Mo Zhiyun II. Basic information of the issuer
Company name: Shenzhen kangguan Technology Co., Ltd
Address: first floor to fifth floor, building 1, No. 4023, Wuhe Avenue, Gangtou community, Bantian street, Longgang District, Shenzhen
Registered capital: RMB 360 million
Legal representative: Ling bin
Date of establishment: September 28, 1995
Tel: 075532901114
Business scope: general business items are: economic information consultation (the above items are not limited); Computer network technology development; Technical development and sales of computer software and hardware and electronic components (the above items are not limited); Operate import and export business (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission). The licensed business items are: research and development of mobile communication terminal products such as computer monitors, digital televisions, laptops, tablets, mobile phones, intelligent wearable devices, PC boxes, all-in-one computers, digital set-top boxes, LCD modules and backlight components, light-emitting diodes and light strips, GPS, multimedia terminal mid, etc Production and sales.
Type of securities issuance: initial public offering of shares by a joint stock limited company III. relationship between the sponsor and the issuer
The recommendation institution and the issuer do not have the following circumstances:
(I) the shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the rights and interests of the recommenders, supervisors and their spouses in the issuer;
(IV) the 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;
(V) other related relationships between the recommendation institution and the issuer.
To sum up, there is no interest relationship between the recommendation institution and its related parties and the issuer and its related parties. The recommendation institution has no other major business dealings with the issuer except serving as the recommendation institution and lead underwriter for the initial public offering and listing of the issuer. 4、 Internal audit procedures and core opinions of the recommendation institution (I) internal audit procedures
The sponsor has performed strict internal audit procedures for the application documents of the issuer for initial public offering and listing:
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. Review by the internal verification department: from April 12 to April 16, 2021, the internal verification department of the sponsor conducted a preliminary review of the issuer's application documents 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. 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 checked the signing and recommendation representatives of the project, Zhong Hao and Yang Xin, and formed the verification opinions.
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.
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 application data after feedback reply and updated financial data.
6. Review of supplementary feedback reply: the internal verification department of the recommendation institution reviewed the supplementary feedback reply. 7. Review of the reply to the notification letter: the internal verification department of the recommendation institution reviewed the reply to the notification letter.
8. Review of post meeting matters and updated financial data: the internal verification department of the recommendation institution reviewed the post meeting matters and data updating the financial data of 2021. (II) core comments
After full discussion, the core meeting of the sponsor formed the following opinions: the initial public offering of shares by Shenzhen kangguan Technology Co., Ltd. meets the requirements of relevant laws and regulations, and there are no false records, misleading statements or major omissions in the relevant application documents. It is agreed to recommend Shenzhen kangguan Technology Co., Ltd. for initial public offering and listing. 5、 Sponsor commitment
In accordance with laws, administrative regulations and the provisions of the CSRC, the recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers, agreed to recommend the issuance and listing of the issuer's securities, and issued this issuance recommendation letter accordingly.
The recommendation institution makes commitments on the following matters:
1. 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;
2. 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;
3. 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;
There are substantial differences;
5. Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer's application documents and information disclosure materials;
6. Ensure that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business;
9. Comply with other matters stipulated by the CSRC. 6、 Recommendation opinions of the recommendation institution on the securities issuance
The sponsor has conducted full due diligence and prudent verification in accordance with the relevant provisions of the CSRC. (I) decision making procedures for this securities issuance
1. The issuer held the ninth meeting of the first board of directors on March 8, 2021, and made resolutions on the specific plan of the stock issuance, the application plan of the investment project of the raised funds, the distribution plan of the accumulated profits before the issuance, the cash dividend policy after the issuance and listing, the articles of Association (Draft) applicable after the listing and other matters that must be clarified.
2. The issuer held the first extraordinary general meeting of shareholders in 2021 on March 24, 2021, deliberated and adopted relevant resolutions on the issuance and listing of the shares, including: the type and quantity of the shares issued, the issuing object, the price range or pricing method, the purpose of the raised funds, the distribution scheme of accumulated profits before the issuance, the cash dividend policy after the issuance and listing The validity period of the resolution, the articles of Association (Draft) applicable after listing, and the authorization of the board of directors to handle the specific matters of this issuance.
After verification, the recommendation institution believes that the issuer has fulfilled the decision-making procedures specified in the company law, the securities law and the CSRC. (II) on the issuance conditions stipulated in the Securities Law
1. The issuer has a sound and well functioning organization;
2. The issuer has the ability of continuous operation;
3. The issuer's financial and accounting reports for the last three years have been issued with unqualified audit reports;
4. The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years.
To sum up, the sponsor believes that the issuer meets the issuance conditions specified in the securities law. (III) the issuance conditions, verification process and factual basis stipulated in the measures for the administration of initial public offering and listing of shares
1. Subject qualification
(1) The sponsor reviewed the industrial and commercial archives of the issuer and confirmed that the issuer was a limited liability company established on September 28, 1995, and was converted into a joint stock limited company on July 12, 2019 according to the original book net asset value, and still exists according to law up to now. Therefore, the issuer is a joint stock limited company established and validly existing according to law, which complies with the provisions of Article 8 of the measures for the administration of initial public offering and listing (hereinafter referred to as the "administrative measures").
(2) The sponsor reviewed the industrial and commercial files of the issuer and confirmed that the issuer was established on September 28, 1995 and was converted into Shenzhen kangguan Technology Co., Ltd. on July 12, 2019 according to the original book net assets, and still exists according to law. Therefore, the issuer has been in continuous operation for more than three years since its establishment, which is in line with the provisions of Article 9 of the administrative measures.
(3) The recommendation institution has consulted the industrial and commercial archives of the issuer, the capital verification reports of the issuer's previous changes in registered capital, and the relevant asset ownership certificates, and confirmed that the previous capital contributions of the issuer's shareholders have been paid in full.
The recommendation institution consulted the ownership documents of the issuer's main assets and interviewed the issuer's senior managers to confirm that the ownership of the issuer's main assets is clear and there is no major ownership dispute.
Therefore, the issuer complies with the provisions of Article 10 of the administrative measures.
(4) The sponsor consulted the articles of association of the issuer, relevant laws and regulations of the industry and national industrial policies, interviewed the senior management of the issuer, consulted various license documents required for the production and operation of the issuer, and inspected the production and operation sites of the Issuer on the spot, It is confirmed that the business scope of the issuer is "general business items: economic information consultation (excluding restricted items above); computer network technology development; technology development and sales of computer software and hardware and electronic components (excluding restricted items above); import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission). The licensed business items are: R & D, production and sales of mobile communication terminal products such as computer monitors, digital televisions, laptops, tablets, mobile phones, intelligent wearable devices, PC boxes, all-in-one computers, digital set-top boxes, LCD modules and backlight components, light-emitting diodes and light strips, GPS, multimedia terminal mid and so on. " The issuer's main business is the R & D, production and sales of intelligent display products. The issuer's production and operation comply with the provisions of laws, administrative regulations and the articles of association and the national industrial policies.
Therefore, the issuer complies with the provisions of Article 11 of the administrative measures.
(5) The sponsor has consulted the articles of association of the issuer, resolutions and records of previous board of directors and shareholders' meetings (shareholders' meetings), industrial and commercial registration documents, financial reports of the issuer, and interviewed senior managers of the issuer. It is confirmed that there has been no significant change in the main business of the issuer, directors and senior managers in the past three years, The actual controllers are Ling bin and Wang Xi, and there is no change.
Therefore, the issuer complies with the provisions of Article 12 of the administrative measures.
(6) The sponsor has consulted the industrial and commercial registration documents, previous resolutions of the board of directors, resolutions of the general meeting of shareholders (shareholders' meeting) and previous equity transfer contracts, obtained the statement documents of the main shareholders of the issuer, and confirmed that the equity of the issuer is clear and held by the controlling shareholders and shareholders controlled by the controlling shareholders and actual controllers
