Citic Securities Company Limited(600030)
about
Jiayuan Technology Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance recommendation work report
Sponsor (lead underwriter)
North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong
November, 2001
statement
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “the sponsor”, “the sponsor” and “the sponsor”) accepted the entrustment of Jiayuan Technology Co., Ltd. (hereinafter referred to as “Jiayuan technology”, “the issuer” and “the company”) as the first public offering of shares of Jiayuan technology and listing on the gem (hereinafter referred to as “this offering”) ）The recommendation institution shall issue the issuance recommendation work report for this issuance.
The recommendation institution and the designated recommendation representative shall, 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 initial public offerings on the gem”) Measures for the administration of securities issuance and listing recommendation business and other relevant laws Regulations and China Securities Regulatory Commission (hereinafter referred to as “CSRC”) ）And the relevant provisions of Shenzhen Stock Exchange, be honest, trustworthy, diligent and responsible, issue the issuance recommendation work report 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. If there are false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the issuer’s initial public offering, which cause losses to the investors, it will compensate the investors for the losses according to law.
(unless otherwise specified in this offering recommendation report, relevant terms have the same meaning as in the prospectus of Jiayuan Technology Co., Ltd. on initial public offering and listing on GEM)
catalogue
Declare that 1 catalog Section 1 project operation process three
1、 Sponsor’s project review process three
2、 The main process of project initiation audit six
3、 The main process of project implementation six
4、 Main process of internal audit Section II existing problems and solutions of the project seventeen
1、 Project evaluation decision seventeen
2、 Main problems found during due diligence and their handling seventeen
3、 The main concerns of the internal verification department eighteen
4、 The main issues that the kernel will focus on sixty-nine
5、 Professional opinions issued by securities service institutions seventy-six
6、 Verification opinions on the issuer’s profit distribution policy and future dividend return planning seventy-six
7、 Verification opinions on commitments made by relevant responsible subjects seventy-six
8、 Verification opinions on the relevant situation of the issuer’s diluted immediate return seventy-seven
9、 Verification opinions on the legality and compliance of the investment projects with raised funds seventy-seven
10、 Verification opinions on the independence of the issuer seventy-seven
11、 Other verification opinions seventy-seven
Section I project operation process
1、 Sponsor project review process
Citic Securities Company Limited(600030) according to the guidelines on internal control of securities companies (zjjgz [2003] No. 260) of CSRC, the measures for the administration of securities issuance and listing recommendation business (Order No. 170) of CSRC, and the notice on amendment (Order No. 63) of CSRC
<证券发行上市保荐业务管理办法>
According to the requirements of relevant laws, regulations and normative documents, the Interim Measures for the administration of counseling and the measures for the administration of due diligence on securities issuance and listing business are formulated《
<保荐代表人尽职调查工作日志>
Interim Measures for the management of internal audit, Interim Measures for the management of continuous supervision and other relevant provisions.
According to the above provisions, the internal project audit process of the recommendation institution mainly includes the following links: (I) project initiation audit
Citic Securities Company Limited(600030) the investment banking management committee (hereinafter referred to as the “investment banking committee”) has a project initiation Committee, which is composed of relevant personnel from various departments of the investment banking committee and other relevant departments (core department, etc.) of the company. The project team completes the project initiation documents in accordance with the relevant provisions of the investment banking committee, and reports to the quality control team of the investment banking committee with the consent of the administrative head of the investment banking department of the project (hereinafter referred to as “quality control team”) formally submits the project initiation application materials. The quality control team comprehensively reviews the project initiation application documents and puts forward review opinions. The quality control team organizes and holds the project initiation meeting after the project initiation application documents are reviewed and approved.
The project initiation meeting shall be attended by 7 members, and the meeting can be held only if the number of participants is not less than 5 (including 5) by on-site and telephone. The voting of the project initiation Committee shall implement one person, one vote, and the project can be approved only with the consent of more than 5 (including 5) members. (II) internal audit process
Citic Securities Company Limited(600030) set up a core department to be responsible for the core work of the institution’s investment banking projects. In accordance with the securities law, the guidance on issues related to securities companies engaging in the lead underwriting business of stock issuance, the measures for the administration of securities issuance and listing recommendation business and other laws and regulations, and in combination with the requirements of the institution’s risk control system, the core department tracked, understood and verified the project, and issued audit opinions on the application for project issuance, Disclose the project risks and urge the project team to coordinate with the issuer to solve them. If necessary, take relevant measures such as terminating the project audit and urging the project team to cancel the project, so as to achieve the goal of controlling the recommendation risk of the institution.
The core process of Citic Securities Company Limited(600030) sponsorship projects is as follows:
1. Project site audit
After the investment bank project team of the institution officially enters the site after the project is started, it shall timely report the relevant information of the project to the core department in accordance with the relevant provisions of the tracking procedures in the due diligence and counseling stage. The kernel department will conduct on-site audit on the project according to the stage of the project and the appointment of the project team, that is, the kernel department will assign auditors to conduct on-site kernel work by means of on-site understanding of the issuer’s production and operation status, reviewing the key problems in the process of due diligence, spot checking the working papers of the project team, interviewing the issuer’s executives, etc. After the on-site audit of the project, the auditors will write the on-site audit report according to the on-site core situation and keep it for filing.
2. Application and acceptance of project issuance kernel
With the consent of the administrative director of the investment banking department of the project, and after the project working paper is accepted by the quality control team, the project team can formally submit the core materials to the internal nuclear department.
The project team will submit the project application materials to the kernel department, which will check the completeness, completeness and effectiveness of the application materials according to the kernel workflow and relevant regulations. For the application materials that do not meet the requirements, the kernel department will require the project team to supplement or replace the materials according to the provisions of the kernel until the application requirements are met.
3. Review of project application materials
After accepting the project application materials, the core department will assign full-time auditors to conduct preliminary review of the project application documents from the legal and financial perspectives. At the same time, the core department will also hire external lawyers and accountants to review the project application documents from their professional perspectives, so as to provide professional advice support for the core Department of the organization. The auditors will issue audit feedback to the project team according to the preliminary audit and the opinions of external lawyers and accountants, and require the project personnel to modify and improve the application documents according to the audit opinions on the basis of communication with the project team. The auditors will file the important written documents formed in the audit work, including the preliminary audit opinions, the professional opinions of external accountants and lawyers, in the form of core working papers.
During the audit process, if the auditors find that there are major problems in the project, after reporting to the internal head of the organization, the auditors will form a risk disclosure letter or memorandum for the relevant major problems, submit it to the head of investment banking and the leaders of relevant companies, urge the project team to coordinate with the issuer to solve and implement them, and take measures to terminate the project audit if necessary Urge the project team to cancel the project and other relevant measures to achieve the goal of controlling the recommendation risk of the institution.
During the project audit, the core department shall convene the signature and recommendation representatives of the project to perform the audit procedures, inquire about the due diligence of the project, and remind them of the legal consequences of failing to perform their due diligence. The sponsor representative shall make a statement on the due diligence of relevant issues in the project audit. The two signed sponsor representatives shall fill in the audit form on due diligence of important matters of the sponsor project, transcribe the commitments attached to the form and sign for confirmation. As an annex to the issuance recommendation work report, the Due Diligence Checklist on important matters of recommendation projects shall be submitted together with the issuer’s listing application documents.
4. Project kernel meeting
The kernel department will convene and preside over the kernel meeting according to the project progress to consider the application for project issuance. Before the kernel meeting, the auditors will form a written audit report of the kernel meeting on the main problems found in the project audit process according to the preliminary audit opinions and the modification and supplement of the application materials, and report it to the members of the kernel meeting. At the same time, the sponsor representative and the project team are required to explain and explain the problems and their solutions or implementation. On the basis of full discussion on the main issues of the project, all core members shall vote on whether the project application documents can be submitted to the regulatory authority.
The members of the internal audit committee are respectively composed of relevant personnel from the internal audit department, compliance department, risk management department, quality control group and other departments of the organization, as well as external accountants, lawyers and appraisers. The voting opinions of the kernel committee members are divided into three categories: unconditional consent, conditional consent and objection. Each kernel member has one vote for each project and can choose one of the above three types of opinions to represent his own opinions on the project. If the kernel member chooses to agree or disagree conditionally, relevant reasons shall be indicated. The number of affirmative votes for each project must reach more than two-thirds of the total votes of the members participating in the meeting, and its issuance application shall be deemed to have passed the review of the approval meeting; On the contrary, it is deemed that it has not passed the review of the kernel meeting. The voting results of the items passed by the kernel meeting are valid for six months.
5. Post session matters
After the kernel meeting, the kernel department will issue the kernel meeting resolution formed by integrating the opinions of the members of the kernel meeting to the project team, and the project team will reply. For projects that can be approved conditionally, they can only be declared after meeting the relevant conditions required by the feedback opinions of the kernel meeting. For projects that fail to pass the review of the kernel meeting, the project team shall urge the issuer to formulate and implement rectification measures for relevant problems in accordance with the requirements of the feedback of the kernel meeting, and supplement, modify and improve the application materials. The kernel department will arrange another kernel meeting for reconsideration according to the application of the project team and the implementation of rectification of relevant problems.
After the project application materials are submitted to the regulatory authority, the project team must also timely submit the previous written and oral feedback replies and other documents of the regulatory authority to the core department for review.
6. Continuous supervision
The kernel department will review the relevant documents submitted by the project team during the continuous supervision, and pay attention to the major abnormalities of the issuer during the continuous supervision. 2、 Main process of project initiation audit
Application time: July 16, 2020
Members of the project evaluation decision-making body: Jin ran, Chen Xi, Peng Jie, Ling Peng, Tang Qing, Liu Donghong and Luo Zhongxing
Project evaluation decision time: July 31, 2020
Opinions on project initiation agree with the IPO project initiation of Jiayuan Technology Co., Ltd
3、 Main process of project implementation (I) composition of project team and mobilization working time
Project sponsor representatives: Ma Zheng, Ju Hongcheng
Project Co organizer: Kanazawa
Other main executors of the project: Zhao Liang, Chen Haolan, Wang Zhuyao
Mobilization time: Project executors will start mobilization in September 2019
（2） Main process of due diligence
1. Main methods of due diligence
(1) Issue a list of due diligence documents to the issuer and relevant entities
The list of due diligence documents is prepared in accordance with the working standards for due diligence of sponsors, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 28 – prospectus of GEM companies, and the guidelines for working papers on securities issuance and listing recommendation business, List the problems that the recommendation institution needs to know as the sponsor and lead underwriter of the issuer’s issuance and listing, and form a list of due diligence documents.
(2) Conduct due diligence training and answer relevant questions to the issuer and relevant subjects
After the document list is issued, in order to improve the efficiency of due diligence, the members of the project team conduct due diligence training to the designated due diligence contacts of the issuer and relevant subjects, and designate special personnel to answer relevant questions during the investigation.
(3) Review the documents collected by due diligence and the relevant documents and supplementary lists of other securities service institutions. After collecting the materials provided by the issuer, the project team members shall sort out and review them according to the directory. The reviewed documents are consistent with the directory of due diligence list, including the historical evolution of the issuer, the shareholders of the issuer, the legal qualifications, registration and filing of the issuer, and the issuer It mainly includes fixed assets and intangible assets, business and technology, senior management, labor relations and human resources, corporate governance and internal control, horizontal competition and related transactions, finance and accounting, taxation, business development objectives, application of raised funds, environmental protection, major contracts, creditor’s rights, debts and guarantees, litigation, arbitration and administrative penalties.
The members of the project team shall analyze the data obtained above, record all kinds of abnormalities and doubts, and determine the key points of verification in the next step; Develop further verification plans for key issues.
(4) Visit departments related to the issuer and its directors, supervisors and senior managers
The project team shall implement the
<关于保荐项目尽职调查情况问核程序的审核指引>
According to the requirements of the notice of the issuer (issuance supervision letter (2011) No. 75), I visited the industrial and commercial, tax and other government departments, obtained the relevant supporting documents issued by them, as well as public information inquiry, and learned about the issuer and its directors, supervisors and senior managers.
(5) Visit the site to understand the operation of the issuer in terms of sales, R & D, etc
