Guoyuan Securities Company Limited(000728)
about
Guangdong Ruide Intelligent Technology Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 18, Meishan Road, Hefei, Anhui)
Guoyuan Securities Company Limited(000728)
About Guangdong Ruide Intelligent Technology Co., Ltd
Initial public offering
And an issuance recommendation letter for listing on the gem
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor”) is entrusted by Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as “Ruide intelligent”, “issuer” or “company”) as the sponsor (lead underwriter) of Ruide intelligent’s initial public offering of shares and listing on the gem. The sponsor and the sponsor representative 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”), 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”) and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures”)“ The recommendation measures), the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, and other relevant laws Administrative regulations and China Securities Regulatory Commission (hereinafter referred to as “CSRC”) ）In accordance with the relevant provisions of Shenzhen Stock Exchange, following the principles of honesty, trustworthiness and diligence, and in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, the issuer has conducted due diligence and prudent verification, and issued this issuance recommendation letter. The recommendation institution and the recommendation representative guarantee that the content of this issuance recommendation letter is true, accurate and complete.
Section 1 basic information of this securities issuance
1、 Basic information of sponsor representative, Project Co sponsor and other members of the project team
(i) Recommendation representative and practice of recommendation business
1. Mr. Che Dafei is currently the managing director and sponsor representative of Guoyuan Securities Company Limited(000728) investment banking department. Master of economics, Renmin University of China. With more than ten years of securities experience, he has successively worked in Jiangxi International Trust and Investment Corporation, Orient Securities Company Limited(600958) , and successively served as deputy general manager of Investment Banking Department of Jiangxi SDIC securities management headquarters, Orient Securities Company Limited(600958) manager and deputy general manager of innovation business department of investment banking business headquarters. As the sponsor representative and department head, he has presided over Huangshan Novel Co.Ltd(002014) IPO, Huangshan Novel Co.Ltd(002014) split share structure reform, Shanghai Material Trading Co.Ltd(600822) split share structure reform, Shanghai Jiaoda Onlly Co.Ltd(600530) split share structure reform, Changfeng automobile split share structure reform, Huangshan Novel Co.Ltd(002014) public additional offering and private additional offering, Anhui Wantong Technology Co.Ltd(002331) IPO, independent financial consultant for major asset restructuring of Dalian Jinniu, Anhui Zhongding Sealing Parts Co.Ltd(000887) public issuance of convertible bonds, Songz Automobile Air Conditioning Co.Ltd(002454) IPO Guangzhou Automobile Group Co.Ltd(601238) absorb and merge dozens of restructuring, issuance and listing, major asset restructuring and non-public offering projects such as GAC Changfeng independent financial adviser, Star Cable IPO, Anhui Huangshan Capsule Co.Ltd(002817) IPO, Guangdong Guangdong New Grand Long Packing Co.Ltd(002836) IPO, Keshun Waterproof Technologies Co.Ltd(300737) IPO and non-public offering of shares of Meili Paper. 2. Mr. Wang Jianxiang, now senior manager of Guoyuan Securities Company Limited(000728) investment bank headquarters, sponsor representative, master degree. He served as the co sponsor of Anhui Honglu Steel Construction(Group) Co.Ltd(002541) public offering of convertible corporate bonds, Csg Smart Science&Technology Co.Ltd(300222) Independent Financial Consultant Co sponsor of issuing shares and paying cash to purchase assets and raise supporting funds, CO sponsor of 2018 non-public offering of shares, Iflytek Co.Ltd(002230) Independent Financial Consultant Co sponsor of issuing shares and paying cash to purchase assets and raise supporting funds, and also participated in Guochuang Software Co.Ltd(300520) IPO Guangdong New Grand Long Packing Co.Ltd(002836) IPO, Anhui Province Natural Gas Development Co.Ltd(603689) IPO, Anhui Anke Biotechnology (Group)Co.Ltd(300009) 2018 non-public offering projects, Iflytek Co.Ltd(002230) 2015 non-public offering projects and 2018 non-public offering projects, etc.
（2） Project Co sponsors and their practice
There is no Project Co sponsor in this offering.
（3） Other members of the project team
Mr. Yao Xiangfei, Mr. Liang Weibin, Mr. Chen Junren, Mr. Jia Tao and Ms. Chen Qing.
2、 Basic information of the issuer
(i) Issuer profile
Guangdong Ruide Intelligent Technology Co., Ltd
English Name: Guangdong real design Intelligent Technology Co., Ltd
Registered capital: 76.464 million yuan
Legal representative: Wang Jun
Date of establishment: February 4, 1997 (changed into a joint stock limited company on October 15, 2013) domicile: No. 1, Ruixiang Road, Fengxiang Industrial Park, Daliang, Shunde District, Foshan City
Business scope: research, production and sales: intelligent controller of household appliances, household appliance accessories, integrated circuits, electronic components and electronic products; Induction cooker complete machine; Intelligent household appliances; LED driving power supply, control system, lighting products and accessories; New energy controller, inverter, control cabinet, distributed power supply, power generation equipment and integrated supporting products; Power automation equipment, electric vehicle controller, uninterruptible power supply, energy storage power supply, electric energy control system and other power supply equipment; Internet of things smart home appliance products and system integration, smart home system solutions, gateway products and information system platform, home appliance life cycle data service platform, RFID reading and writing equipment and supporting software; Software products, medical devices (operated with a valid license), protective articles; operating and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state, and those involving licenses must be operated with a valid license). (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
Main business: the company’s main business is the R & D, production and sales of intelligent controllers, as well as the production and sales of a small number of terminal products. The company’s main products include intelligent controllers for small household appliances such as kitchen appliances, living appliances and environmental appliances, and gradually penetrate and expand into the fields of household appliances, medical health, electric tools, smart home and so on. Since the establishment of the company, the main business has not changed. Relying on advanced R & D and design platform, efficient flexible production system, perfect quality management system and good customer service system, the company has deeply rooted in the two core economic circles of the Pearl River Delta and the Yangtze River Delta for more than 20 years, accumulated more high-quality customer resources, and cooperated with Zhejiang Supor Co.Ltd(002032) , Midea, chunmi, Emmett, Xinbao Bear and other well-known manufacturers have established long-term and stable cooperative relations.
Postal Code: 528300
Contact: sun nijuan
Tel: 0757-29962231
Fax No.: 0757-29962249
Website address: www.realdesign.com com.. cn.
mail box: [email protected].
（2） Type of securities issuance: initial public offering of RMB common shares (A shares)
3、 Description of the association between the issuer and the recommendation institution
As of the issuance date of this issuance recommendation letter, there are no following circumstances between the issuer and the recommendation institution that may affect the fair performance of the recommendation duties:
(i) The shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the sponsor or its controlling shareholders, actual controllers and important related parties;
（2） The issuer or its controlling shareholder, actual controller and important related party hold the shares of the recommendation institution or its controlling shareholder, actual controller and important related party;
（3） The sponsor representative and his spouse, directors, supervisors and senior managers of the recommendation institution have the rights and interests of the issuer and hold positions in the issuer;
（4） The 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;
（5） Other related relationships between the sponsor and the issuer. IV. internal audit procedures and core opinions of the sponsor
(i) Introduction to internal audit procedure
Guoyuan Securities Company Limited(000728) the internal audit of investment banking business is divided into project team and business department audit, investment banking business quality control department audit, the company’s core organization, compliance legal department and other departments supervise the three-level business quality control system and implement the three-level audit mechanism. The three-tier system of internal audit process is as follows:
1. Reviewed by project team and business department of investment bank headquarters
(1) The project team conducts prudent due diligence on the project and the business department reviews it.
(2) In the process of project undertaking, the headquarters of the investment bank reviews the project materials through the preliminary review meeting before project approval, regular and irregular meetings, progress report, project analysis meeting, document approval control, industry data analysis, etc., and communicates with the business quality control department of the investment bank on major project changes.
2. Reviewed by investment banking quality control department
(1) The quality control department of investment banking business shall organize the project initiation review. The business department of the project shall, on the basis of preliminary due diligence, prepare the project initiation application materials and submit the project initiation application to the quality control department of investment banking business. After receiving the project initiation application, the quality control department of investment banking business shall organize the project initiation review.
(2) The investment banking business quality control department implements the whole process dynamic quality management and control of the project through daily on-site inspection, organizing the pre audit of investment banking project, organizing the audit of relevant business, etc., so as to timely find, stop and correct the problems in the process of project implementation.
3. Audit by the compliance legal department and audit by the core department and core team of the sponsor
(1) The compliance legal department and the core department realize the overall management and control of the project at the company level by intervening in the main business links and controlling the key risk nodes.
(2) The compliance legal department and the core department shall conduct joint on-site inspection on the project, comprehensively review the risk and compliance of the project, and submit on-site inspection opinions to the investment banking core team of the sponsor. (3) Before the project is reported, the investment banking core group of the sponsor shall review and vote, and the recommendation opinions of the sponsor shall be formed on the basis of the opinions of the sponsor representative and the core group.
（2） Kernel opinion
The investment banking core group of the sponsor held the review meeting of the core group of the IPO and listing project of Guangdong Ruide Intelligent Technology Co., Ltd. on November 10, 2020. Seven core group members including Peizhong, Zhang Tongbo, Yu Xiangjun, Wu Bo, Shu Xiaojun, Yao Tong and Dai min attended the meeting. Through full discussion, the core meeting reviewed the application of Guangdong Ruide Intelligent Technology Co., Ltd. for initial public offering in China and listing on the gem, and the voting result was passed.
Section 2 commitments of the recommendation institution
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 issuer’s securities issuance and listing, 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;
4、 There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5、 Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have performed 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 registration management measures and the recommendation measures;
9、 Comply with other matters stipulated by the CSRC.
Section III recommendation on this securities issuance
1、 Recommendation conclusion
On the basis of full due diligence and careful verification of the issuer, the recommendation institution publishes the following recommendation conclusions for the issuer’s securities issuance:
The issuer’s initial public offering and listing on the gem comply with the conditions for initial public offering and listing on the gem stipulated in the company law, the securities law and other laws and regulations, and the investment of the raised funds meets the requirements of national industrial policies. The sponsor agrees to recommend Rui intelligence’s initial public offering and listing on the gem. 2、 The issuer has fulfilled the decision-making procedures stipulated in the company law, the securities law and the CSRC and Shenzhen stock exchange for this securities issuance
1. The issuer held the fifth meeting of the third board of directors on October 28, 2020. The meeting deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange and other proposals related to this stock issuance and listing.
2. The issuer held the third extraordinary general meeting of shareholders in 2020 on November 12, 2020, which deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange, It is decided that the company applies for the initial public offering of no more than 25488000 ordinary shares to the public (A shares) and apply for listing on the gem of Shenzhen Stock Exchange; at the same time, authorize the board of directors to fully handle the specific matters related to the company’s initial public offering and listing on the gem. The resolution on the company’s initial public offering and listing on the gem at this meeting is valid for 12 months.
The sponsor believes that the issuer has fulfilled the decision-making procedures stipulated in the company law, the securities law and the CSRC and Shenzhen Stock Exchange. 3、 The issuer’s securities issuance meets the issuance conditions stipulated in the securities law
In accordance with the relevant provisions of the securities law, the recommendation institution has checked whether the issuer meets the conditions for initial public offering of shares item by item. The verification results are as follows:
(i) The issuer has a sound and well functioning organizational structure
The company has complied with the company law and the articles of association
