Haitong Securities Company Limited(600837)
About the IPO of Ningbo Junpu Intelligent Manufacturing Co., Ltd. and its listing on the science and Innovation Board
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
September, 2001
Statement
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 securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shanghai Stock Exchange, The letter of recommendation shall be issued in strict accordance with the code of practice, the integrity and integrity of the industry, and the integrity of the letter of recommendation shall be strictly guaranteed in accordance with the law.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Ningbo Junpu Intelligent Manufacturing Co., Ltd. for initial public offering and listing on the science and innovation board.
catalogue
Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation four
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of the relationship between the sponsor and the issuer five
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section 2 commitments of the sponsor 9 Section III recommendation on this securities issuance ten
1、 The decision-making procedures for the performance of this securities issuance ten
2、 Description of the issuer’s compliance with the positioning of Kechuang board ten
3、 This securities issuance meets the issuance conditions stipulated in the securities law ten
4、 This securities issuance meets the issuance conditions stipulated in the registration administration measures twelve
5、 Verification of the issuer’s private investment fund filing fifteen
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline fifteen
7、 Main risks of the issuer fifteen
8、 Market prospect analysis of the issuer sixteen
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals twenty
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities twenty-two
Attachment: twenty-two
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Huang Kefeng and Wang Zhonghua as the sponsor representatives of Ningbo Junpu Intelligent Manufacturing Co., Ltd. (hereinafter referred to as “the issuer”, “the company” and “Junpu intelligent”) for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “this offering”).
Huang Kefeng: sponsor representative of the project, Haitong Securities Company Limited(600837) director of investment banking department, master of law. He was responsible for or participated in the IPO project of China micro technology innovation board, the IPO project of Zhejiang mining heavy industry gem, Wuhan Citms Technology Co.Ltd(688038) technology innovation board, Ningbo Xusheng Auto Technology Co.Ltd(603305) non-public offering of shares, Shandong Lukang Pharmaceutical Co.Ltd(600789) non-public offering of shares, Ningbo Joyson Electronic Corp(600699) non-public offering of shares, and was responsible for the major asset restructuring project of Hubei Sanfeng Intelligent Equipment Group Co.Ltd(300276) transmission equipment Co., Ltd, As an independent financial advisor and sponsor.
Wang Zhonghua: sponsor representative of the project, Haitong Securities Company Limited(600837) managing director of investment banking department, master of law. Served as the sponsor representative of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) 2010 non-public offering, Jiangzhong Pharmaceutical Co.Ltd(600750) 2011 non-public offering, Qifeng New Material Co.Ltd(002521) 2014 convertible bonds, Jinshi Orient International Enterprise Ltd(600278) board IPO, Ningbo Joyson Electronic Corp(600699) 2014, 2016 non-public offering and other projects; Served as the co organizer of Integrated Electronic Systems Lab Co.Ltd(002339) ipo and Shanghai Airlines’ 2009 non-public offering project; Served as the sponsor of merger and reorganization projects such as China Eastern Airlines absorbing and merging Shanghai Airlines, Nanjing Zhongshang comprehensive tender offer, Dongan Panther major asset reorganization, Ningbo Joyson Electronic Corp(600699) 2012 major asset reorganization and raising supporting funds. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
There is no Project Co sponsor for this project.
2. Other members of the project team
Other members of the project team of this offering: Zhao Chunkui, Chen Yuhao, Xu Xiaosong, Li Qingyu, Guo Lingfeng and Yang Mingming.
4、 The issuer of this recommendation
Issuer: Ningbo Junpu Intelligent Manufacturing Co., Ltd
English Name: Ningbo piaautomation holding Corp
The registered capital is 921212100 yuan
Legal representative: Zhou Xingyu
Date of establishment of the company: January 10, 2017
Overall change to joint stock company date: December 23, 2019
Unified social credit code 91330212ma283tnk3u
Address: Building 4, No. 99, Qingyi Road, high tech Zone, Ningbo, Zhejiang
Postal Code: 315040
Tel: 057487908676
Fax: 057489078964
Internet address http://piagroup.com.cn.
E-mail [email protected].
The Department responsible for information disclosure and investor relations of the office of the board of directors
Person in charge: Guo Tingyan
Tel: 057487908676
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the science and innovation board.
6、 This securities issuance plan
Stock type: RMB ordinary shares (A shares)
The par value of each share is RMB 1.00/share
No more than 307070700
Number of shares issued (excluding the number of shares issued with over allotment accounting for no less than 25% of the total share capital of the company)
Number of shares publicly offered by shareholders this issuance does not involve shares publicly offered by shareholders
The total share capital after issuance shall not exceed 122828282800 shares (excluding the number of shares issued with over allotment option)
Issue price per share []
Issue P / E ratio []
Net assets per share before issuance [] earnings per share before issuance []
Net assets per share after issuance [] earnings per share after issuance []
Issue price to book ratio []
Placing to inquiry objects participating in offline placement and online subscription and pricing issuance according to market value
The issuance method is the same as that approved by the CSRC or the Shanghai Stock Exchange (including but not limited to placing shares to strategic investors)
The issuing objects are qualified inquiry objects and other issuing objects recognized by the CSRC and the Shanghai Stock Exchange
7、 Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
After verification, the recommendation institution guarantees that there are no following circumstances with the issuer that may affect the fair performance of the recommendation duties:
1. Haifu Changjiang, the shareholder of the issuer, holds 3.95% of the shares of the issuer. Haifu Changjiang limited partners mainly include the National Social Security Fund Council, Hubei Changjiang Economic Belt industry guidance fund partnership (limited partnership), Haitong Kaiyuan Investment Co., Ltd. Haifu Industrial Investment Fund Management Co., Ltd., the manager of Haifu Changjiang fund, is a holding subsidiary of Haitong Securities Company Limited(600837) and Haitong Kaiyuan Investment Co., Ltd., a wholly-owned subsidiary of Haitong Securities Company Limited(600837) holds 11.87% of the partnership share of Haifu Changjiang. In addition, there is no direct or indirect equity relationship or other equity relationship between the issuer and the intermediary institutions related to this offering and their principals, senior managers and handling personnel. In addition to the above circumstances, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold the equity of the issuer or its controlling shareholders, actual controllers and important related parties;
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The recommendation representative of the recommendation institution and its spouse, directors, supervisors and senior managers 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;
4. The recommendation representative, the person in charge of the recommendation business, the person in charge of the core, the person in charge of the recommendation business department and other recommendation business personnel of the recommendation institution have no interest with the issuer and its related parties, and there is no situation that prevents them from making independent professional judgment;
5. The sponsor serves as the sponsor and lead underwriter of the issuer’s important related party Ningbo Joyson Electronic Corp(600699) 2020 non-public offering project. In addition, the sponsor has no other major business dealings with the issuer or its controlling shareholders, actual controllers and important related parties, such as mutual guarantee or financing; 6. There is no other related relationship or interest relationship between the recommendation institution and the issuer. 8、 The sponsor’s internal audit procedures and opinions on this securities issuance and listing
(I) internal audit procedure
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and approval.
1. Project review
The sponsor will review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the “project initiation Review Committee”), and the members of the review committee will vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) All securities issuance business projects proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shanghai Stock Exchange shall be approved in accordance with the implementation rules for the review and approval of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing the project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for deliberation; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For projects approved for approval, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of due diligence.
2. Application review
The investment banking business department reviews the recommended projects in the form of the application and review committee of the recommended projects (hereinafter referred to as the “application and review committee”), and the members of the review committee vote on the projects according to their independent judgment and decide whether to submit the projects to the company for approval. The specific procedures are as follows:
(1) Before applying to start the application review procedure, the project team shall complete the acquisition and collection of working papers in the on-site due diligence stage and submit them to the quality control department for acceptance. If the manuscript is accepted, the project team can apply to start the review procedure of the application review meeting.
(2) After the issuance application documents are prepared and before applying for approval, the project team shall perform the project application and review procedures. The application for application review shall be submitted to the quality control department after being reviewed and approved by the sponsor representative and the leader in charge. The quality control department shall review and issue review opinions and submit them to the application review meeting for review.
(3) For the projects approved by the application review meeting, the project team shall timely improve the issuance application documents according to the modification opinions of the review meeting, submit the core application documents to the core Department of investment banking business and apply for the core as required.
3. Kernel
The core Department of investment banking business is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of Haitong Securities Company Limited(600837) investment banking business core Committee (hereinafter referred to as “core committee”). The core Department of investment banking carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties by holding a core meeting and decides whether to report to the CSRC and Shanghai Stock Exchange
