China Merchants Securities Co.Ltd(600999)
About Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO and listing on GEM
of
Recommendation work report
Sponsor (lead underwriter)
No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen
statement
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) “) is entrusted by Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as “the issuer”, “Sanwei Tiandi”, “the company” and “joint stock company”) to act as the sponsor of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) for the initial public offering and listing of A-Shares (hereinafter referred to as “the sponsor”, “the sponsor” and “the sponsor”).
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 (trial) (hereinafter referred to as the “Registration Measures”) Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as “Listing Rules”), measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as “measures for the administration of recommendation”) and other relevant laws and administrative regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), be honest, trustworthy, diligent and responsible, issue this recommendation work report in strict accordance with the business rules, industry practice norms and ethics formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
Unless otherwise specified in this recommendation work report, the meaning of relevant terms is the same as that in the prospectus of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) initial public offering of shares and listing on GEM.
catalogue
Declare that 1 catalog 2 I. project operation process five
(i) The project review process of the sponsor five
（2） Approval process of Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project…… 6
（3） Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project implementation process…… 6
（4） The internal verification department of the recommendation institution reviews the main process of the securities issuance project…… 9
（5） The sponsor’s core opinions on the issuance and listing of securities…… 11 II. Problems existing in the project and their solutions…… 12
(i) Opinions of decision-making body for project evaluation twelve
（2） Main problems found in due diligence and solutions…… 12
（3） Main issues concerned by the internal verification department and their implementation…… 13
（4） Audit opinions and implementation of the core team…… 15 III. verification opinions of the sponsor on matters related to the key points of IPO audit on the gem of Shenzhen Stock Exchange…… 19
(i) Verification of the establishment of the company nineteen
（2） Verification of changes in share capital and shareholders during the reporting period…… 20
（3） Verification of major asset restructuring during the reporting period…… 23
（4） Verification of the company’s listing / listing in other securities markets…… 23
（5） Verification of the issuer’s equity structure…… 23
（6） Verification of the issuer’s holding and participating subsidiaries…… 24
（7） Verification of disclosure and identification of actual controllers 24
（8） Verification of legal matters related to controlling shareholders, actual controllers and directors, supervisors and senior executives…… 24
（9） Verification of basic information of major shareholders…… 25
（10） Verification of new shareholders of the issuer in the latest year…… 28
（11） Verification of equity incentive…… 28
（12） Verification of employees and social security…… 28
（13） Verification of environmental protection…… 29
（14） Verification of the other five major security…… 29
（15） Verification of industry conditions and main laws, regulations and policies…… 30
（16） Verification of disclosure of references to third-party data…… 32
（17） Verification of comparable companies in the same industry…… 32
（18） Verification of major customers and changes…… 32
（19） Verification of major suppliers and changes…… 34
（20） Verification of the composition of major assets…… 35
（21） Verification of violations and penalties…… 36
（22） Verification of horizontal competition…… 37
（23） Verification of fund occupation and guarantee of related parties…… 37
（24） Verification of related parties and related transactions…… 38
（25） Verification of the scope of consolidation…… 39
（26） Verification of significant accounting policies…… 39
（27） Verification of changes in accounting policies, accounting estimates or correction of accounting errors…… 40
（28） Verification of non-standard financial internal control…… 44
（29） Verification of income…… 45
（30） Verification of costs…… 48
（31） Verification of gross profit margin…… 49
（32） Verification of period costs…… 49
（33） Verification of asset impairment losses…… 50
（34） Verification of tax preferences…… 50
（35） Verification of unprofitable…… 51
（36） Verification of receivables…… 51
（37） Verification of inventory…… 53
（38） Verification of fixed assets and construction in progress…… 54
（39） Verification of investment real estate…… 54
（40） Verification of intangible assets and development expenditures…… 54
（41） Verification of goodwill…… 55
（42） Verification of monetary funds…… 55
（43） Verification of advance payments…… 55
（44） Verification of cash flow statement…… 55
（45） Verification of raised funds…… 56
（46） Verification of major contracts…… 57 IV. notes on the special verification of the issuer’s financial information and other verification matters…… 57
(i) Verification of major violations, administrative penalties, case filing and investigation fifty-seven
（2） Special verification of IPO financial information… 57 (III) verification of financial matters related to the issuance of regulatory letter [2012] No. 551 by CSRC… 70 (IV) in accordance with the prospectus on initial public offering of shares and listing of companies related to profitability
Verification of information disclosure in accordance with the relevant requirements of the relevant information disclosure guidelines (V) verification of the issuer’s main financial information and operating conditions after the audit deadline of the financial report
Situation and conclusion seventy-nine
（6） Verification opinions on the public offering of shares, relevant commitments and binding measures by the company’s shareholders…… 79
（7） Verification on whether there is a private investment fund among the shareholders of the issuer…… 80
（8） Verification of independence 80
（9） Verification of filling return measures 81
（10） Verification opinions on the issuer’s profit distribution policy…… 81
（11） Verification opinions on the legality and compliance of the investment project with raised funds…… 82
（12） Verification of professional opinions issued by securities service institutions…… 82 I. project operation process (I) project audit process of the sponsor
Phase I: project initiation review phase
Before the formal agreement is signed, the project team shall file an application for project initiation, and the quality control department of the investment bank headquarters of the sponsor shall carry out the project initiation review of the sponsor projects and conduct pre project evaluation of all the sponsor projects. The project initiation committee is the decision-making body for project initiation, which makes decisions on whether to initiate investment banking projects, so as to ensure the overall quality of the project and achieve the purpose of controlling project risks.
The quality control department of the investment bank headquarters is responsible for organizing and holding the project initiation meeting. Each project initiation meeting is attended by 5 project initiation committee members, If 4 votes (inclusive) or more are “agreed”, the project shall be deemed to have been approved; if 2 votes (inclusive) or more are “opposed”, the project shall be deemed to have been rejected; in other cases, it shall be deemed to be “suspended”, and the chairman shall have one vote of veto. The second stage: project management and quality control stage
During the implementation of the project, the quality control department of the headquarters of the investment bank shall timely participate in the progress of the project, so as to manage and control the project and further ensure and improve the project quality.
The quality control department of the headquarters of investment bank aims to intervene in the early and medium term of project implementation, take pre risk control measures on the one hand, and give technical guidance to the project on the other hand. The personnel of the quality control department of the investment bank headquarters are responsible for the due diligence review and the process control of project implementation, and participate in the formulation of the overall project plan as appropriate.
The quality control department of the investment bank headquarters is responsible for organizing the on-site verification of the IPO project. The on-site verification includes reviewing the project due diligence working paper, judging whether the basis of relevant professional opinions and recommended documents is sufficient and whether the project team is diligent and responsible, and finally issuing the on-site verification report. The company’s core department, risk management department and legal compliance department also participate in the on-site verification if necessary.
After the project team replies, the quality control department is responsible for organizing and holding the preliminary review meeting of the project to discuss the problems existing in the project with the project team, and the core department and risk management department of the company participate in the meeting.
The quality control department shall issue the quality control report and the draft acceptance report according to the discussion results of the preliminary review meeting, the completion of the due diligence work of the project team and the completeness of the working draft. The review procedure of the kernel meeting can be started only after the acceptance is passed.
Phase III: the core review phase of the project
The project core review system implemented by the sponsor is formulated according to the core review requirements of the CSRC on the issuance and underwriting business of the sponsor (lead underwriter), and is the review before the formal application of China Merchants Securities Co.Ltd(600999) all sponsor projects.
The core Department of the sponsor is responsible for organizing the members of the core group of equity investment banking business to hold core meetings in accordance with the measures for the management of the core Committee of China Merchants Securities Co.Ltd(600999) investment banking business and its annex rules of procedure of the core group of equity business. Each core meeting is attended by 9 core members, If more than 7 members (including 7) agree and the chairman / vice chairman or members of the risk management department (applicable to gem IPO projects) do not exercise one vote of veto or one vote of suspension, it shall be deemed that the approval is approved and the final approval opinion is formed. (II) Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project initiation review process
The main process of establishing Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project is as follows:
Application time: January 2020
Project evaluation time: February 12, 2020
The members of the project evaluation decision-making body include the managing director and senior business personnel of the investment banking department and the reviewers of the quality control department
（3） Implementation process of Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project
1. Composition of executive members of Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project
The executive members of Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project are as follows:
Sponsor representatives: Xu Guozhen, LAN libing
Project Co organizer Lai Yuandong
Project team members Zhang Peng, he Haoyu, Guo Ziwei, Wang Zhipeng, Huang lingkuan, Wen Jiaming
2. Mobilization time of Beijing 3D Tiandi Science & Technology Co.Ltd(600582) IPO project team
For the issuer’s issuance, the project team enters the site in stages, and the working hours are as follows:
Phase time
Due diligence stage November 2018 June 2020
Restructuring stage September 2019
Coaching stage: November 2019 – June 2020
The production stage of application documents is from March 2020 to June 2020
Internal verification stage: April 2020 – June 2020
Reply stage of audit inquiry letter from August 2020 to November 2020
Update the data and audit center of the third quarterly report of 2020 from October 2020 to December 2020
Stage
