First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
About Xi'an yingzhihang Aviation Technology Co., Ltd
Report on the guidance of initial public offering and listing on GEM to Shaanxi regulatory bureau of China Securities Regulatory Commission:
Xi'an yingzhihang Aviation Technology Co., Ltd. (hereinafter referred to as "counseling object", "yingzhihang" and "issuer") intends to apply for initial public offering and listing within the territory of the people's Republic of China First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as "Yichuang investment bank" and "our company") as a guidance institution, in accordance with the measures for the administration of securities issuance and listing recommendation business (revised in 2020), the provisions on the supervision of initial public offering and listing guidance and other relevant provisions, And the relevant provisions of the counseling agreement signed by Yichuang investment bank and Eagle Airlines on September 3, 2021. The report on the counseling work carried out during the counseling period is as follows: I. the work carried out during the counseling period
On September 3, 2021, our company signed the counseling agreement with the counseling object and carried out the counseling work in accordance with the relevant provisions such as the regulations on the supervision of counseling for initial public offering and listing and the agreements of both parties. The specific contents are as follows:
(I) counseling process
During the counseling period, our company conducted detailed and in-depth due diligence on the counseling objects in strict accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, organized the counseling objects to study relevant laws and regulations, and finally accepted the effect of the whole counseling process. The main work of each stage of coaching is as follows:
1. Early stage of counseling: due diligence period
In the early stage of counseling, according to the relevant requirements of the measures for the administration of securities issuance and listing recommendation business and the guidelines for the due diligence of sponsors, our company has completed the research on its historical evolution, related parties and related transactions, business and technology In depth investigation and understanding of financial status.
According to the results of due diligence, Yichuang investment bank coordinated and arranged the counseling work of accounting firms, law firms and other intermediaries, formulated practical solutions, and discussed and communicated with accountants and lawyers through regular meetings and case analysis to assist the company in solving the problems.
2. Mid coaching period: training and rectification period
In the mid-term guidance, the guidance working group of Yichuang investment bank, with the assistance of Dahua Certified Public Accountants (special general partnership) and Beijing Guofeng law firm, conducted guidance to the directors, supervisors Senior managers and shareholders holding more than 5% of the company's shares (or their legal representatives) shall study and train on the relevant laws and regulations of the securities industry, urge them to deeply understand the laws, regulations and rules related to the issuance and listing, and understand the responsibilities and obligations of the public company in terms of standardized operation, information disclosure and fulfilling its commitments.
During the tutoring period, our company focused on and followed up the following aspects: urging the tutors to carry out comprehensive legal knowledge learning; Urge the company to revise and formulate various articles of association and systems that meet the requirements of Listed Companies in accordance with relevant regulations, and assist the company to further establish and improve the corporate governance structure; Urge the company to establish a standardized and reasonable internal control system; Supervise and urge the company to achieve the independence and integrity of business, assets, personnel, finance and institutions, and ensure that there is no situation affecting the independence of the company; Check the ownership of assets and whether there are disputes or potential disputes over trademarks, patents and software copyrights; Understand the company's financial accounting mode and accounting control nodes in detail, judge its scientificity, rationality and effectiveness of implementation, and explain to the tutors the matters that need to be paid attention to in accounting and information disclosure in combination with the audit information and key points of financial verification disclosed by the CSRC; Determine the projects invested with raised funds and fully demonstrate the necessity and feasibility of the projects invested with raised funds.
3. Later stage of counseling: evaluation and acceptance period
In the later stage of counseling, the counseling team of our company will conduct an overall evaluation of the counseling effect, investigate the mastery of the counseling object on securities related laws and regulations and securities knowledge, and focus on the weak links; Urge the issuer to solve the problems that have not been standardized in operation, and make preparations for the application documents for initial public offering. After repeated counseling, investigation and investigation on the counseling objects from the aspects of corporate governance structure, management system, internal control system, main business positioning, development planning, etc., our company believes that the purpose of this counseling has been achieved, and we can issue a summary report of counseling work in accordance with relevant requirements and apply to your bureau for counseling acceptance.
(II) main contents of counseling
According to the actual situation of the issuer and the requirements of relevant laws and regulations, the main contents of this counseling include but are not limited to the following aspects:
1. Check the issuer's compliance with the company's establishment, previous capital increases and previous equity transfers, and judge whether the actual controller has changed significantly; Check whether the asset evaluation and capital verification in the historical evolution are legal and compliant, whether the property right relationship is clear, and judge whether there are false and false capital contributions. 2. Check the independence and asset ownership of the issuer, and whether there are disputes or potential disputes over trademarks and patents; Urge the issuer to maintain independent operation, achieve independent and complete business, assets, personnel, finance and institutions, highlight its main business and form its core competitiveness.
3. Check whether there is horizontal competition between the issuer and the controlling shareholder, the actual controller or other enterprises under its control, and urge the issuer to standardize the relationship with the controlling shareholder and other related parties.
4. Check whether the positions of directors, supervisors and senior managers of the issuer meet the requirements of relevant laws and regulations, consult the documents of the three meetings of the issuer, check the rationality of the institutional setting of the issuer, and urge the issuer to further standardize and improve the corporate governance structure.
5. Check the standard of the issuer's basic accounting work, urge the issuer to establish and improve the company's financial and accounting management system, strengthen the construction of internal control and eliminate false accounting.
6. Exchange and analyze the rationality of the arrangement of this raised investment project, urge the issuer to form a clear business development goal and future development plan, arrange necessary and feasible raised capital investment projects and do a good job in the feasibility study and analysis of the project.
7. Conduct a comprehensive evaluation on whether the issuer meets the conditions for the issuance and listing of shares on the gem of Shenzhen Stock Exchange, and assist the issuer in the preparation of IPO and application for listing on the gem.
8. Other contents determined by Yichuang investment bank and the issuer in accordance with laws and regulations and confirmed in writing.
(III) composition of the counseling working group and the situation of Counselors
According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, our company has established a special guidance working group, which is specifically responsible for the relevant work of Eagle Airlines. The members of the guidance group are Li Junwei, Li Zhijie, Zhang Xinwei, long Ziyu, he Yijian, Chen Siyang, Huang Yuling, Tang Lingchen and Han Wentao, of which Li Junwei and long Ziyu are the recommendation representatives. All members of the guidance working group have obtained the securities practice qualification certificate, have the necessary professional knowledge and skills related to law and accounting, and meet the relevant requirements of the CSRC.
In addition, institutions participating in the counseling work include Dahua Certified Public Accountants (special general partnership) and Beijing Guofeng law firm.
(Ⅳ) information of tutors
In the process of guidance, the personnel receiving guidance include the issuer's directors (including independent directors), supervisors, senior managers, shareholders holding more than 5% shares and actual controllers. 2、 Problems found in the counseling process and improvement
During the due diligence of the project, the project team members focus on the following issues:
(I) about the previous declaration
1. Details of each link from the previous application to the termination of the review
The issuer submitted the application for IPO and listing to Shenzhen Stock Exchange on September 24, 2020, and received the notice on accepting the application documents for IPO and listing on gem of Xi'an yingzhihang Aviation Technology Co., Ltd. (szss [2020] No. 608) on September 30, 2020. On October 31, 2020, he received the inquiry letter on the examination of the application documents of Xi'an yingzhihang Aviation Technology Co., Ltd. for initial public offering and listing on the gem (audit letter [2020] No. 010698), and on February 19, 2021, he received the notice of on-site supervision (SZSE zzbz [2021] No. 11). The company applied to Shenzhen stock exchange for withdrawal of application materials on February 23, 2021. The next day, Shenzhen Stock Exchange terminated the examination of the company's initial public offering and listing on GEM.
The issuer and intermediary institutions were not subject to regulatory measures and administrative penalties taken by the regulatory authorities in the previous reporting process.
2. The specific reasons for the withdrawal of IPO application documents last time and whether the relevant circumstances have been eliminated
(1) Specific reasons
Hainan Airlines Holding Co.Ltd(600221) (hereinafter referred to as "HNA holding") disclosed and announced on January 30, 2021 that the bankruptcy reorganization application of HNA holding and its holding subsidiaries HNA Aviation Technology Co., Ltd. (hereinafter referred to as "HNA technology") and Yunnan Xiangpeng Airlines Co., Ltd. (hereinafter referred to as "Xiangpeng Airlines") was accepted by the court, On February 10, 2021, the court ruled to enter the bankruptcy reorganization procedure. Subsequently, Beijing Capital Airlines Co., Ltd. (hereinafter referred to as "Capital Airlines"), Tianjin Airlines Co., Ltd. (hereinafter referred to as "Tianjin Airlines") and other relevant units of HNA also plan to enter the bankruptcy reorganization proceedings. As of December 31, 2020, the total balance of accounts receivable of the issuer to relevant units of HNA was 1428333 million yuan. There is significant uncertainty about whether the issuer's accounts receivable can be recovered in full and on time, which may lead to profit loss and failure to meet the conditions for reporting and issuing on the gem. Therefore, the issuer decided to appropriately postpone the listing plan and temporarily withdraw the gem IPO application.
(2) Has the situation been eliminated
① Progress of bankruptcy reorganization of HNA
On January 29, 2021, HNA Group announced that due to its inability to pay off its due debts, the relevant creditors applied to the court for bankruptcy reorganization of HNA Group. On the same day, three listed companies of HNA Group, HNA Holdings ( Hainan Airlines Holding Co.Ltd(600221) . SH), HNA Foundation ( Hna Infrastructure Investment Group Co.Ltd(600515) . SH) and supply and marketing Daji ( Ccoop Group Co.Ltd(000564) . SZ), successively issued announcements, announcing that many of their subsidiaries were applied for reorganization by creditors.
The progress of relevant reorganization matters is as follows:
On February 10, 2021, Hainan Higher People's Court (hereinafter referred to as "Hainan high court") ruled to accept the bankruptcy reorganization cases of HNA holdings and 10 subsidiaries of HNA holdings, and appointed the liquidation group of HNA Group as the manager of 11 enterprises such as HNA holdings on the same day. This batch of restructuring involves the company's accounts receivable customers, including HNA holdings, HNA technology and Xiangpeng airlines
