Citic Securities Company Limited(600030)
About the initial public offering of shares and listing on the gem of Jiangsu Yike Food Group Co., Ltd
of
Issuance recommendation
Sponsor (lead underwriter)
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
October, 2001
catalogue
Declare that Section 1 basic information of this securities issuance 3 I. name of recommendation institution 3 II. Sponsor representative, Project Co sponsor and other project team members 3. Basic information of the issuer 4. The relationship between the sponsor and the issuer 5 v. internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation conclusion of the recommendation institution on the issuance and listing of Securities 9 I. recommendation conclusion 9 II. This issuance has fulfilled the necessary decision-making procedures 9 III. The issuer meets the issuance conditions stipulated in the securities law IV. The issuer meets the issuance conditions specified in the measures for the initial issuance of gem 10 v. main risks faced by the issuer 12 VI. verification opinions on the filing of private investment funds among the issuer’s shareholders 15 VII. Verification of the paid employment of third-party institutions and individuals in this offering VIII. Verification conclusion of main financial information and operating conditions after the audit deadline of the financial report of the issuer’s prospectus 21 IX. evaluation on the development prospect of the issuer twenty-one
Statement
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “the sponsor”, “the sponsor”) accepts the entrustment of Jiangsu Yike Food Group Co., Ltd. (hereinafter referred to as “Yike food”, “the issuer” or “the company”) to serve as Yike food’s first public offering of A-Shares and listing on the gem (hereinafter referred to as “this securities offering” or The sponsor institution of “this issuance”) shall issue the issuance recommendation letter 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 initial public offerings on the gem”) Measures for the administration of securities issuance and listing recommendation business and other relevant laws Regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) ）In accordance with the relevant provisions of the law, be honest and trustworthy, be 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. 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, the recommendation institution will compensate the investors for the losses according to law.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Jiangsu Yike Food Group Co., Ltd. on initial public offering and listing on GEM)
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 Sponsor representative, Project Co sponsor and other project team members
(i) Sponsor representative
Citic Securities Company Limited(600030) appoint Liang Yong and Zhao Liang as the sponsor representatives of Yike food for this issuance.
Liang Yong: male, now the executive general manager of the consumer industry group of Citic Securities Company Limited(600030) investment bank management committee and the sponsor representative, who was responsible for or participated in Joeone Co.Ltd(601566) , Xlinmen Furniture Co.Ltd(603008) , Toly Bread Co.Ltd(603866) , Anzheng Fashion Group Co.Ltd(603839) , Richinfo Technology Co.Ltd(300634) , Sichuan Jinshi Technology Co.Ltd(002951) and other initial public offering projects; Refinancing projects such as Tecon Biology Co.Ltd(002100) , Yuan Longping High-Tech Agriculture Co.Ltd(000998) , Xinlun technology, Haining China Leather Market Co.Ltd(002344) , Toly Bread Co.Ltd(603866) ; Yantai Tayho Advanced Materials Co.Ltd(002254) and other restructuring projects.
Zhao Liang: male, now the executive general manager of Citic Securities Company Limited(600030) investment bank management committee and the sponsor representative. He was responsible for or participated in Qingdao Eastsoft Communication Technology Co.Ltd(300183) , Xi’An Tian He Defense Technology Co.Ltd(300397) , Sinocare Inc(300298) , Org Technology Co.Ltd(002701) , Guangzhou Baiyun Electric Equipment Co.Ltd(603861) , Longshine Technology Group Co.Ltd(300682) , Tianjin 712 Communication & Broadcasting Co.Ltd(603712) , Richinfo Technology Co.Ltd(300634) , Starpower Semiconductor Ltd(603290) and other initial public offerings; Raytron Technology Co.Ltd(688002) initial public offering and listing on the science and innovation board; Goethe acoustics, Tecon Biology Co.Ltd(002100) , China Quanjude(Group) Co.Ltd(002186) and other refinancing projects.
（2） Project Co sponsor
Citic Securities Company Limited(600030) designated Shao Yongqing as the Project Co sponsor of this issuance.
Shao Yongqing: currently senior manager of Citic Securities Company Limited(600030) investment bank management committee, who was responsible for or participated in Weihai Guangwei Composites Co.Ltd(300699) , Suwen Electric Energy Technology Co.Ltd(300982) and other initial public offerings; Welle Environmental Group Co.Ltd(300190) refinancing projects such as convertible bonds; M & A and Fushun Special Steel Co.Ltd(600399) restructuring projects of Northeast Special Steel Group.
（3） Other members of the project team
Citic Securities Company Limited(600030) Han Kunlun, Miao Zhengying, Wang Guannan, Qiu Jiajie, fan Kaiwen and Xu Huanjie are designated as other members of the project team of this release.
3、 Basic information of the issuer
Chinese Name: Jiangsu Yike Food Group Co., Ltd
English Name: Jiangsu Yike Food Group Co., Ltd
Registered capital: RMB 404081633
Legal representative: Tian Liyu
Date of establishment of the company: August 7, 2008
Date of establishment of the joint stock company: June 28, 2017
Company domicile: No. 1, Taihangshan Road, Suyu Economic Development Zone, Suqian City
Postal Code: 223800
Tel: 0527-88207929
Fax No.: 0527-88207929
Internet address: http://www.ecolovo.com./
Email: [email protected].
Business scope: production of quick-frozen food [quick-frozen other food (quick-frozen meat products)], meat products (sauce and marinated meat products), condiment [semi-solid (sauce) condiment (compound seasoning sauce)] (can be operated only after obtaining the corresponding license); wholesale and retail of prepackaged food and bulk food (can be operated only after obtaining the corresponding license); vegetable products (pickled vegetables) (it can be operated only after obtaining the corresponding license); convenience food [other convenience food (convenience dishes)] (it can be operated only after obtaining the corresponding license); production and sales of refrigerated prepared food (it can be operated only after obtaining the corresponding license); aquatic processed products [salted aquatic products], egg products [remanufactured eggs; other egg products (other categories)], vegetable products [pickled vegetable products; edible fungus products (pickled edible fungi)], fried food and nut products [other categories (boiled peanuts, others)], bean products [non fermented bean products (others); other bean products (others)] (can be operated only after obtaining corresponding licenses); wholesale and retail of veterinary drugs (excluding animal biological products) (it can be operated only after obtaining the corresponding license), slaughtering, processing and sales of broilers; storage and sales of fresh chicken, feed sales; self-supporting and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) IV. affiliated relationship between the recommendation institution and the issuer
After self-examination and verification of relevant personnel of the issuer, the recommendation institution confirmed that: it is a 100% owned subsidiary of China Securities Investment Citic Securities Company Limited(600030) holding 3.03% of the shares of the issuer; Holding 1.52% of jinshikun shares of the issuer, Its general partner and executive partner are jinshifeng Investment Management (Hangzhou) Co., Ltd. (hereinafter referred to as “jinshifeng”), and its fund manager is Qingdao jinshifeng Investment Co., Ltd. (hereinafter referred to as “jinshifeng”). Jinshifeng and jinshifeng are secondary subsidiaries 100% held by Citic Securities Company Limited(600030) through its wholly-owned subsidiary jinshifeng Investment Co., Ltd. Citic Securities Company Limited(600030) and shareholders China CITIC Co., Ltd. and China CITIC Co., Ltd., which directly or indirectly hold more than 5% of their shares, indirectly hold the issuer’s shares by investing in other subjects, and the shareholding ratio after penetration is very low. These indirect investment behaviors are independent investment decisions made by relevant investment subjects, and the above subjects do not actively invest in the issuer. In addition to the above related relationships, as of the signing date of the sponsor of this issuance, there is no direct or indirect equity relationship or other equity relationship between the issuer and the intermediary of this issuance, the principals, senior managers and handling personnel of each intermediary do not hold the shares of the issuer, and there is no other equity relationship with the issuer. Except for normal commercial banking businesses such as deposit and loan, acceptance bill, letter of guarantee and letter of credit, the controlling shareholder, actual controller, important related parties of the recommendation institution and the issuer, as well as the main shareholders and important related parties of the issuer, do not provide mutual guarantee or financing.
The sponsor has formulated the Citic Securities Company Limited(600030) conflict of interest management measures in accordance with the regulatory rules and self-discipline rules such as the compliance management measures for securities companies and securities investment fund management companies of the CSRC, the implementation guidelines for compliance management of securities companies of the Securities Industry Association, the notice of the China Securities Industry Association on good conflict of interest management of securities companies, etc, A strict interest conflict identification and control mechanism has been established to manage interest conflicts. The compliance department of the sponsor reviewed the conflict of interest of the sponsor project and finally confirmed the consent in the system on November 20, 2017.
In addition, the sponsor actually carried out the recommendation business after the completion of the investment time of CSI and jinshikun, Comply with Article 16 of the code for the management of private investment fund subsidiaries of securities companies “If a securities company serves as a guidance institution, financial adviser, sponsor, lead underwriter for the initial public offering of shares of a proposed listed enterprise or as a sponsor securities firm for the listing and public transfer of shares of a proposed listed enterprise, it shall, in accordance with the principle of the earlier of signing relevant agreements or substantially carrying out relevant business, manage the private placement fund subsidiary and its subordinate fund management organization after that time point The private placement fund of the manager shall not invest in the enterprise.
In December 2019, the application documents for initial public offering and listing on the gem were submitted to the CSRC for the first time. Before the application, CSI directly held 12232653 shares of the issuer, accounting for 3.03%, and Jinshi Kunxiang directly held 6134694 shares of the issuer, accounting for 1.52%, with a shareholding ratio of no more than 7%, It complies with Article 39 of the then effective measures for the administration of securities issuance and listing recommendation business (October 2018) “Where a recommendation institution and its controlling shareholders, actual controllers and important related parties hold more than 7% of the shares of the issuer, or the issuer holds and controls more than 7% of the shares of the recommendation institution, when recommending the issuance and listing of the issuer’s securities, the recommendation institution shall jointly perform the recommendation duties with an unrelated co recommendation institution, and the unrelated recommendation institution is the first recommendation institution.” Regulations.
To sum up, Citic Securities Company Limited(600030) acts as the sponsor of the issuer’s issuance and listing, which meets the requirements of the measures for the administration of securities issuance and listing sponsor business and the code for the administration of private placement and investment fund subsidiaries of securities companies. 5、 Internal audit procedures and opinions of the recommendation institution
(i) Kernel program
Citic Securities Company Limited(600030) set up a core department to be responsible for the core work of the institution’s investment banking projects. The specific internal audit procedures of the recommendation institution are as follows:
Firstly, the kernel department shall conduct on-site audit on the project according to the stage of the project and the appointment of the project team. After the core department accepts the application documents, two full-time auditors conduct preliminary review of the project application documents from the perspective of law and finance. At the same time, the core department also employs external lawyers and accountants to review the project application documents from their professional perspectives. The auditors will provide audit feedback to the project team according to the preliminary audit and the opinions of external lawyers and accountants.
Secondly, the kernel department will convene and preside over the kernel meeting according to the project progress to consider the application for project issuance, and the reviewers will form a written report on the main problems found in the process of project audit and report to the participating members at the kernel meeting; At the same time, the sponsor representative and the project team need to explain and explain the problems and their solutions or implementation to the members. On the basis of full discussion on the main issues, the kernel Committee shall vote to decide whether the project issuance application passes the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions formed by integrating the opinions of the members of the kernel meeting to the project team, which will be replied and implemented by the project team.
Finally, the core department will also 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） Kernel opinion
On November 22, 2019, the project approval meeting of Jiangsu Yike Food Group Co., Ltd. for IPO and listing on GEM was held in conference room 19, 11 / F, Citic Securities Company Limited(600030) building. The application for the project was discussed and voted by all the participating members, It is agreed that Jiangsu Yike Food Group Co., Ltd. shall submit the application documents for IPO and listing on the gem to the regulatory authority for review.
Section 2 commitments of the recommendation institution
The recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly.
The recommendation institution has sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on securities issuance and listing; There are no false records, misleading statements or major omissions in the issuer’s application documents and information disclosure materials; The basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable; There is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution.
The sponsor guarantees that the sponsor representative and relevant personnel designated by the sponsor have been diligent and conscientious, and have conducted due diligence and prudent verification on the application documents and information disclosure materials; There are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of recommendation duties; The professional services provided and professional opinions issued comply with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and industry norms.
The recommendation institution is willing to accept the application of the CSRC in accordance with the
