Huarong Securities Co., Ltd
about
Texas United Petroleum Technology Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor (lead underwriter)
(No. 8, Financial Street, Xicheng District, Beijing)
Statement of recommendation institution and recommendation representative
Huarong Securities Co., Ltd. (hereinafter referred to as “Huarong securities” or “sponsor”) accepts Dezhou United Petroleum Technology Co., Ltd. (hereinafter referred to as “Deshi”, “company” or “issuer”) ）As the sponsor of its initial public offering and listing on the gem, and designated Mr. Fu Yulong and Ms. Liang Liqun as the sponsor representatives of this recommendation. The recommendation institution and the recommendation representative hereby make the following commitments:
The recommendation institution and its 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 (Trial) (hereinafter referred to as the “Registration Measures”) Relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) ）In accordance with the relevant provisions of the, be honest and trustworthy, be diligent and responsible, issue this 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.
(unless otherwise specified in this offering recommendation, relevant terms have the same meaning as in the prospectus of Texas United Petroleum Technology Co., Ltd. for initial public offering and listing on GEM)
catalogue
The sponsor and its representative declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Basic information of recommendation institution, recommendation representative and project personnel three
2、 Basic information of the issuer four
3、 The relationship between the sponsor and the issuer four
4、 Internal audit procedures and audit opinions of the recommendation institution 5. Provisions on the paid employment of third-party institutions and individuals (hereinafter referred to as “third parties”) and other related acts
check…… Section 2 commitments of the sponsor 9 Section III recommendation on this securities offering ten
1、 Recommendation opinions of the sponsor on this securities issuance ten
2、 The issuer has performed relevant decision-making procedures for this securities issuance ten
3、 The issuer’s application for this issuance meets the issuance conditions stipulated in the securities law IV. The issuer’s application for this offering complies with the measures for the administration of registration of initial public offerings on GEM (Trial)
The conditions of issuance stipulated in the bank) V. the issuer and its controlling shareholders meet the requirements of the pilot plan for domestic listing of subsidiaries under the spin off of listed companies
Relevant conditions stipulated in the regulations sixteen
6、 Main risks of the issuer fifty-seven
7、 The development prospect of the issuer sixty-eight
8、 Verification on whether there is a private investment fund among the issuer’s shareholders sixty-nine
9、 Verification opinions on commitments and binding measures made by the issuer and other relevant responsible subjects seventy
10、 Verification conclusion on the business status after the audit deadline of the financial report seventy
11、 The recommendation conclusion of the sponsor 71 attachments seventy-three
Section 1 basic information of this securities issuance
1、 Basic information of recommendation institution, recommendation representative and project personnel (I) name of recommendation institution
Huarong Securities Co., Ltd. （2） Recommendation representative and his practice
Fu Yulong and Liang Liqun are the sponsor representatives designated by the sponsor to recommend the issuer’s initial public offering and listing on the gem. Their practice of recommendation business is as follows:
1. Fu Yulong, general manager of innovation and financing department I of Huarong securities, sponsor representative, certified public accountant and Australian certified public accountant. Participated in or was responsible for Hunan Baili Engineering Sci & Tech Co.Ltd(603959) public issuance of convertible bonds, Hunan Baili Engineering Sci & Tech Co.Ltd(603959) non-public issuance of a shares, listing of selected layers of the new third board of Bio Valley, Tianjin Yiyi Hygiene Products Co.Ltd(001206) IPO and other projects. As the project leader, I was responsible for the application and listing of more than 20 new third board projects such as Wanguo sports (837629), Xindao Technology (833694), Hanshi Lianhe (834909) and Guoyuan Technology (835184). During the practice of recommendation business, I strictly followed the measures for the administration of securities Issuance and listing recommendation business and had a good practice record.
2. Liang Liqun, general manager of innovation and financing department I of Huarong securities, doctor and sponsor representative. He has been responsible for or participated in initial public offering projects such as China Super cable (002471), Guotai Junan Securities Co.Ltd(601211) (601211), Zhejiang Weixing New Building Materials Co.Ltd(002372) (002372), Zhejiang Wanfeng Auto Wheel Co.Ltd(002085) (002085), plum umbrella (002174), Wanlida (002180), refinancing of Tengda Construction Group Co.Ltd(600512) (600512), refinancing of Tongpu shares (600365), Xiangtan Electric Manufacturing Co.Ltd(600416) (600416) refinancing. Responsible for or participated in the underwriting of Guodian group bonds, Henan construction investment bonds, Shandong Luneng bonds and State Grid bonds. During the practice of recommendation business, it strictly abides by the measures for the administration of securities issuance and listing recommendation business and has a good practice record. (III) project co sponsors and other project team members
1. Project Co organizer: Tang Tao, now the general manager of the first business department of innovation and financing of Huarong securities. He has participated in Hunan Baili Engineering Sci & Tech Co.Ltd(603959) public issuance of convertible corporate bonds and non-public issuance of shares, Tianjin Yiyi Hygiene Products Co.Ltd(001206) IPO and other projects, as well as guidance on the listing of many companies.
2. Other project team members: Liu xuanchen, Xu Tengfei, Gong chenjie, Liu Jiayin, LAN Tong, Yuan Yuan and Li Guanghui.
2、 Basic information of the issuer
Dezhou United Petroleum Technology Co., Ltd
English Name: Dezhou United Petroleum Technology Co., Ltd
Registered capital: RMB 112777810
Legal representative: Cheng Guihua
Date of establishment of the company: June 30, 2004
Date of incorporation: June 9, 2017
Address: Jinghua South Road, Dezhou Economic Development Zone
Postal Code: 253034
Tel: 0534-2237999
Fax No.: 0534-2237998
Internet website: www.dupm.com cn.
E-mail [email protected].
Securities Investment Department of the Ministry of information disclosure and investor relations
Person in charge and telephone number: Secretary of the board of directors: Wang Haibin Tel.: 0534-2237999
3、 Relationship between the sponsor and the issuer
As of the signing date of the issuance recommendation, the issuer and the recommendation institution do not have the following circumstances:
1. 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 shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The rights and interests of the issuer owned by the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution, and their positions in the issuer;
4. The mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer;
5. Other related relationships between the recommendation institution and the issuer.
4、 Internal audit procedures and audit opinions of the sponsor (I) internal audit procedures of the sponsor
The internal project audit process of the sponsor includes three main links: project initiation audit, quality control audit during project implementation, and the core of the securities issuance Committee. The main audit process is as follows:
1. Project initiation review
The main process of project initiation audit of the sponsor is as follows:
(1) The project team shall apply for project initiation. In accordance with the guidelines for project initiation of investment banking business of Huarong Securities Co., Ltd., the investment banking business department shall be responsible for the due diligence of the project, and submit the project initiation application through the investment bank information system after the project due diligence. The project initiation application materials include: project initiation application report and other application materials to be submitted.
(2) The quality control department shall conduct preliminary review. The investment banking business department shall submit the project initiation application materials to the quality control department for preliminary review. The quality control department shall determine the handling personnel to be responsible for the preliminary review of the project. After the handling personnel review the materials, the handling personnel shall submit the application materials to the person in charge of the quality control department for review. The quality control department shall issue preliminary review opinions, the project team shall reply, and then submit them to the project initiation Committee Will review.
(3) The project initiation Committee shall review. After the project initiation application materials are preliminarily reviewed by the quality control department, the Secretariat of the project initiation Committee shall convene the members of the investment banking business initiation committee to hold a project initiation meeting for deliberation; the members of the project initiation Committee shall follow the working rules of the investment banking business initiation, pricing and placement Committee of Huarong Securities Co., Ltd After deliberation and approval, the project initiation shall be completed.
On March 10, 2020, the sponsor held the 5th project initiation meeting in 2020, with 6 members. After voting by the members of the project initiation meeting, the project initiation Committee reviewed and approved the project initiation, and put forward supplementary and improvement suggestions. The project team will complete the project initiation process after the opinions are supplemented and improved.
2. Quality control audit during project implementation
The quality control audit during the project implementation shall be jointly responsible by the investment bank departments, project team members, quality control department and other departments of the sponsor. Of which:
(1) As the specific implementation and operation Department of investment banking projects, the investment banking business department shall bear the main responsibility for project quality and risk control;
(2) As the specific executor of the investment bank project, the members of the project team shall be responsible for the quality of their specific work;
(3) As the technical support and Audit Department of investment banking business, the quality control department is responsible for supervising the quality control of investment banking projects. During the implementation of the project, the quality control department carries out relevant quality control work such as on-site verification, working paper verification and verification according to the actual situation of the project, pays attention to the key problems in the implementation of the project and puts forward special suggestions Industry opinion;
(4) As the backstage support and comprehensive service department of the investment banking department, the investment banking business management department is responsible for the quality of internal coordination, information communication, file management and other related support services related to the development and implementation of investment banking projects.
3. Core of securities issuance Committee
The core Committee of Huarong securities conducts internal verification on the application documents to be submitted to Shenzhen Stock Exchange, China Securities Regulatory Commission and other regulatory authorities in the form of core meeting, and issues core opinions. The kernel program is:
(1) After obtaining and collecting the working papers of the project site due diligence stage, the investment banking business department shall submit them to the quality control department for acceptance, and the quality control department shall issue the acceptance opinions and quality control reports, and complete the project audit procedures.
(2) Before formally submitting the project application documents to the regulatory authorities, the investment banking business department shall submit the core application to the Secretariat of the core Committee in advance and submit the core application materials. The Secretariat of the core committee is located in the core Department of Huarong securities. The core application materials include: core application report, directory of working papers, audit documents, quality control report and work of the sponsor representative Log and main release application documents.
(3) The core Department of Huarong securities shall review the submitted core application materials. The Secretariat of the core Committee shall formally accept the core application after confirming that the core application materials submitted by the investment banking business department are complete.
(4) The chairman of the kernel committee appoints the kernel specialist to pre audit the kernel documents. The kernel specialist submits the pre-trial opinions in the form of reviewing the working paper. The project team makes corresponding modifications and improvements to the application materials according to the pre-trial opinions, and the Secretariat sends the pre-trial opinions to the participants.
(5) After the pre audit of the project is completed, the Secretariat of the core Committee shall apply for and convene the core members to hold a core meeting. The participating core members shall vote after full discussion on the project application documents. It shall be passed when the number of consent votes reaches two-thirds or more of the votes.
(6) The Secretariat of the kernel Committee shall feed back the resolutions of the kernel meeting to the project team. The project team shall modify and improve the application documents, perform the signing and stamping procedures of relevant documents, and formally submit the application documents to the regulatory authorities. (II) the kernel of the project
Huarong securities held the 33rd core working meeting in 2020 on September 17, 2020 to consider the issuer’s application for this issuance.
7 members attended the meeting and 7 members participated in the voting, which met the relevant provisions of the core working rules for investment banking projects of Huarong Securities Co., Ltd. In accordance with the provisions of the company law, the securities law and other laws and regulations, as well as the working rules for the investment banking project of Huarong Securities Co., Ltd., the core members of the meeting implemented the necessary internal audit procedures for the issuer’s initial public offering and listing. On the basis of carefully reviewing the IPO application documents of the issuer, the voting members listened to the introduction of the project team on the IPO project and the on-site replies to the core issues summarized by the quality control department, asked the project team about their concerns, and finally had a serious discussion and voting.
Voting list of approved members
