Anxin Securities Co., Ltd
About zhaoxun Media Advertising Co., Ltd
Initial public offering and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
(unit A02, 35 / F and 28 / F, Allianz building, 4018 Jintian Road, Futian District, Shenzhen)
Statement
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities", "sponsor" and "the sponsor") accepts the entrustment of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as "zhaoxun media", "issuer" and "company"), This issuance recommendation letter is issued for the issuer's initial public offering and listing on the gem (hereinafter referred to as "this issuance" and "this securities issuance").
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") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the measures issued by the Shenzhen Stock Exchange The Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other relevant provisions are 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.
Unless the context otherwise requires, the meaning of the words used in this offering recommendation is consistent with the prospectus of zhaoxun Media Advertising Co., Ltd. for initial public offering of shares and listing on GEM.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Introduction to the staff of the recommendation institution three
2、 Basic information of the issuer four
3、 Description of the relationship between the sponsor and the issuer five
4、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 Recommended conclusions for this offering nine
2、 Description of the issuer's compliance with the positioning of the gem nine
3、 The decision-making procedures performed by the issuer in this offering 9 IV. Luenmei Quantum Co.Ltd(600167) spin off zhaoxun media's listing complies with the domestic listing test for spin off subsidiaries of listed companies
The provisions of Several Provisions eleven
5、 This issuance meets the issuance conditions stipulated in the securities law sixteen
6、 This issuance meets the issuance conditions stipulated in the registration management measures seventeen
7、 Verification of the public offering of shares by the shareholders of the securities issuing company nineteen
8、 Verification of commitments nineteen
9、 Verification of the filing of private investment funds among the issuer's shareholders twenty
10、 Verification of the diluted immediate return of the issuer's initial public offering of shares twenty
11、 Verification of hiring a third party twenty
12、 Verification of share locking twenty-one
13、 Verification of special voting shares twenty-two
14、 Verification conclusion on the financial and operating conditions after the audit deadline of the financial report twenty-two
15、 Main risks of the issuer twenty-two
16、 The development prospect of the issuer twenty-nine
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
(I) sponsor representative
As the sponsor of zhaoxun media's initial public offering of shares and listing on the gem, Anxin securities authorizes Mr. Fei Chuncheng and Mr. Zhou Hongke to act as the sponsor representatives, specifically responsible for the due diligence recommendation and continuous supervision of the issuer's securities issuance and listing. The practice of recommendation business of the two recommendation representatives is as follows: 1. The practice of recommendation business of Mr. Fei Chuncheng
Mr. Fei Chuncheng has 13 years of experience in investment banking business. Mr. Fei Chuncheng has 13 years of investment banking experience. He is now the executive general manager of the M & A and Financing Department of the M & A and Financing Department of anstrust securities. Mr. Fei Chuncheng has 13 years of investment banking experience. Mr. Fei Chuncheng has 13 years of investment banking experience. Mr. Fei Chuncheng is now the executive general manager of the M & A and M & a department of the M & a department of anstrust securities. Mr. Fei Chuncheng Chuncheng has 13 years of investment banking experience. He is currently the executive general manager of the M & A and M & a department of M & A and M & A and Financing Department of anstrust securities. The main projects he is mainly responsible for include Jiangsu Apon Medical Technology Co.Ltd(300753) 0075 Pharmaron Beijing Co.Ltd(300759) \\\\\\\\\\\\\\\\\\\\\\\\nonpublic offering of shares, Long Yuan Construction Group Co.Ltd(600491) non public offering of shares Dirui Industrial Co.Ltd(300396) convertible bond project, major asset restructuring of Wutong communication, etc.
Mr. Fei Chuncheng began to participate in the project due diligence of the issuer in March 2020, and was authorized by the sponsor to act as the sponsor representative of the issuer in September 2020.
2. Practice of recommendation business of Mr. Zhou Hongke
Mr. Zhou Hongke has 18 years of investment banking experience. He is now the general manager of the M & A Financing Department of Anxin securities and a member of the investment banking business committee. The projects that are primarily responsible for the projects that are primarily responsible for the projects include the 605 Aurisco Pharmaceutical Co.Ltd(605116) \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\issueshares to purchase assets, etc.
Mr. Zhou Hongke began to participate in the project due diligence of the issuer in March 2020, and was authorized by the sponsor to act as the sponsor representative of the issuer in September 2020.
(II) Project Co sponsor
The Project Co sponsor of zhaoxun media this time is Mr. Dong Lei. His practice of recommendation business is as follows: Mr. Dong Lei, who began to engage in investment banking business in February 2016, was responsible for or participated in the IPO of heavy media, the IPO of Guojin gold, the IPO of Colorful Yunnan, Dirui Industrial Co.Ltd(300396) convertible bonds, the 2017 cross-border M & a project of Yintai resources Yintai Gold Co.Ltd(000975) 2019 major asset restructuring and other projects.
Mr. Dong Lei began to participate in the due diligence of the issuer's issuance project in March 2020 and served as the project coordinator of the issuer's issuance.
(III) other project team members
Other project team members of zhaoxun media's IPO and listing on the gem include Wu Haojie, Zheng Yang, Li Yumeng, Chen Fushan, Wang Yihan, Yao Rui, Zhou Xiaoning and Feng Xiang. 2、 Basic information of the issuer
(I) overview of the issuer
Zhaoxun Media Advertising Co., Ltd
English Name: Mega info Media Co., Ltd
Registered capital: 150 million yuan
Legal representative: Su zhuangqiang
Date of establishment of the company: September 30, 2007
Date of establishment of the joint stock company: February 24, 2011
Residence: 1036 Kongying economic center, Kongying Avenue, Tianjin
Postal Code: Zhongji Innolight Co.Ltd(300308)
Tel: 01065915208
Fax: 01065915208
Internet address http://www.zhaoxunmedia.com./
E-mail [email protected].
(II) business scope
Business scope: advertising business; Enterprise planning and design, product design; Layout design of exhibition hall; Computer animation design; Photographic expansion service; Socio economic consultation; Market Research and consultation; Conference and exhibition services; Leasing of energy-saving and environmental protection equipment, communication equipment, electronic equipment and office equipment (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Since its establishment in 2007, the company has been deeply engaged in the field of railway media. Based on the grid layout of China's high-speed railway, the company has built a national high-speed railway digital media network, and is engaged in the development, operation and advertising of high-speed railway digital media resources. As a pioneer in the field of high-speed railway digital media, the company has developed into a high-speed railway digital media operator with the breadth of national high-speed railway site layout and the number of digital media resources.
The company signed medium and long-term agreements with various railway bureaus and groups, paid the media resource use fee (land occupation fee), and obtained the right to install and operate media equipment in the waiting area of high-speed railway station. Through medium and long-term agreements, the company locked the waiting area with the most dense passenger flow, independently installed digital media equipment, and gradually built a self owned high-speed rail digital media network covering 90% of the provincial administrative regions of the country and reaching an annual passenger flow of more than 1 billion people. The company will network digital media equipment through the information system platform, carry out digital remote control, and provide customers with accurate, personalized, flexible and diversified one click advertising services.
There was no significant change in the company's main business and main products during the reporting period.
(III) type of securities issuance
Initial public offering of RMB common shares (A shares) and listing on GEM. 3、 Description of the relationship between the sponsor and the issuer
(I) the sponsor and its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties.
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties.
(IV) mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the sponsor and the controlling shareholder, actual controller and important related party of the issuer.
As of the signing date of the offering sponsor, except for the following circumstances, the controlling shareholders, actual controllers, important related parties of the sponsor and the controlling shareholders, actual controllers Important related parties do not provide mutual guarantee or financing: Lianzhong new energy, the controlling shareholder of Luenmei Quantum Co.Ltd(600167) the controlling shareholder of the issuer, pledged Luenmei Quantum Co.Ltd(600167) 203.07 million shares held by Luenmei Quantum Co.Ltd(600167) Lianzhong new energy to the sponsor for business development financing, and obtained a capital of 800 million yuan.
(V) there are no other major business transactions between the controlling shareholders, actual controllers and important related parties of the sponsor and the controlling shareholders, actual controllers and important related parties of the issuer, except that the sponsor provides the issuer with services related to this listing and issuance.
(VI) the recommendation institution and its related parties do not have other related relationships or interests with the issuer and its related parties.
According to the provisions of the measures for the administration of securities issuance and listing recommendation business, there is no related recommendation between the recommendation institution and the issuer due to the above relationship, and the above relationship between the recommendation institution and the issuer will not affect the recommendation institution's fair performance of recommendation duties. 4、 Internal audit procedures and core opinions of the recommendation institution
(I) main process of audit by kernel Department
The review process and working procedures of the core Department of the sponsor for the project of zhaoxun media's IPO and listing on the gem include:
1. After the project team submitted the application for the core meeting, the core department appointed the core specialist to review the full set of application documents, and put forward modification suggestions and opinions on the prospectus, issuance recommendation, issuance recommendation work report, legal opinion, lawyer work report and other documents.
2. In order to implement the matters listed in the checklist on due diligence on important matters of recommendation projects in the notice on issues related to further strengthening the internal control of recommendation institutions (issue supervision letter [2013] No. 346) of China Securities Regulatory Commission, the core Commissioner of the recommendation institution made an investigation on the head of the recommendation Business Department of zhaoxun media's initial public offering of shares and listing on the gem The sponsor representative implemented the verification procedures, and the sponsor representative responded to the questions raised by the auditors one by one in combination with the due diligence procedures for the matters listed in the checklist on due diligence on important matters of the sponsor project.
(II) composition of the core Committee
Nine members participated in the core committee meeting of zhaoxun media's initial public offering of shares and listing on the gem, including Zhu Qingbin, Xu Chengfu, Wang Shizhong, Xu Chunhai, Zhang Guanglin, Zang Hua, Yang Xiangrong, Tang Jinsong and Tian Shichao. Quality control Commissioner Miao Qingmei and kernel Commissioner Jin Zhen attended the meeting as nonvoting delegates.
(III) meeting of the nuclear Committee
The working meeting of the kernel Committee was held on September 9, 2020 in the video conference room on the 27th floor, building a, Allianz building, 4018 Jintian Road, Futian District, Shenzhen. The members of the kernel Committee reviewed the integrity and compliance of the issuer's application documents, listened to the explanation of the issuer's representative and the project team on the problems found in the kernel, and consulted the issuer's application documents and supporting materials. The core committee members checked and fully discussed the more important issues in the application materials from a professional perspective, so as to form core opinions.
The preliminary opinions formed at the working meeting of the kernel Committee shall be sorted by the kernel department and submitted to the project team for reply, explanation and revision. After the application documents are revised, the internal audit department shall review them and send the revised audit opinions to the members of the participating internal audit committee.
(IV) audit opinions and voting results of the audit committee
In the spirit of honesty, trustworthiness and diligence, the core Committee of the recommendation institution has fully performed its core responsibilities according to the actual situation of the issuer. By participating in the meeting
