Dongxing Securities Corporation Limited(601198)
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
Initial public offering and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
(12th and 15th floors, Xinsheng building, No. 5 Financial Street, Xicheng District, Beijing)
Statement
Ganzhou Tengyuan cobalt industry new material Co., Ltd. (hereinafter referred to as "Tengyuan cobalt industry", "issuer" or "company") plans to apply for initial public offering and listing on the gem (hereinafter referred to as "this securities offering" or "this offering"), And has hired Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) " and "sponsor") as the sponsor of IPO and listing on GEM.
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 the registration of initial public offerings on the gem") Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as "Listing Rules"), Shenzhen Stock Exchange gem stock issuance and listing review rules (hereinafter referred to as "gem issuance and listing review rules") The measures for the administration of securities issuance and listing recommendation business, the standards for the content and format of information disclosure by companies issuing securities No. 27 - issuance recommendation letter and issuance recommendation work report, the guidelines for the due diligence of sponsors and other laws and regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") In accordance with the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), Dongxing Securities Corporation Limited(601198) and its recommendation representatives are honest, trustworthy, 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 letter, relevant terms or abbreviations have the same meaning as that in the prospectus of Ganzhou Tengyuan cobalt new materials Co., Ltd. for initial public offering and listing on the gem. Relevant opinions are as of the date of issuance of this offering recommendation letter.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Basic information of relevant personnel formulated by the recommendation institution three
2、 Basic information of the issuer 4 III. interests and main business relationship between the recommendation institution and its related parties and the issuer and its related parties
Come on four
4、 Introduction to the internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation of the sponsor on this securities offering ten
1、 Sponsor conclusion ten
2、 The decision-making procedures performed by the issuer in this offering ten
3、 This securities issuance meets the issuance conditions stipulated in the company law eleven
4、 Whether the securities issuance meets the issuance conditions stipulated in the securities law V. the issuer's issuance complies with the measures for the administration of the registration of initial public offerings on the gem
Conditions thirteen
6、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals twenty
7、 Issuer's main risk tips twenty
8、 The sponsor's evaluation on the development prospect of the issuer 25 Annex I: twenty-seven
Section 1 basic information of this securities issuance
1、 Basic information of relevant personnel of the recommendation institution
(I) name of recommendation institution
Dongxing Securities Corporation Limited(601198) 。
(II) sponsor representative
The recommendation representatives designated by the recommendation institution are Wu Dong and Cui Yongxin.
Wu Dong, male, sponsor representative, Bachelor of law and finance, lawyer. More than 10 years working experience in investment banking. The main projects I have been responsible for or participated in include Actblue Co.Ltd(300816) ( Actblue Co.Ltd(300816) ) and Sichuan Huati Lighting Technology Co.Ltd(603679) ( Sichuan Huati Lighting Technology Co.Ltd(603679) ) IPO projects Jiajiayue Group Co.Ltd(603708) ( Jiajiayue Group Co.Ltd(603708) ), Guangdong Guanghua Sci-Tech Co.Ltd(002741) ( Guangdong Guanghua Sci-Tech Co.Ltd(002741) ) convertible bonds, Juneyao Airlines Co.Ltd(603885) ( Juneyao Airlines Co.Ltd(603885) ) non-public offering projects; Major asset restructuring project of Jinyu Auto City ( Bece Legend Group Co.Ltd(000803) ); Liaoyuan environmental protection (832141), Jinna Co., Ltd. (832334) and Gree property (837530) are listed on the new third board. Have rich legal and financial expertise.
Cui Yongxin, male, sponsor representative, master of accounting, certified public accountant. More than 10 years working experience in investment banking. Successively took charge of or participated in the IPO projects of Huasheng shares ( Guosheng Financial Holding Inc(002670) ), Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ), Actblue Co.Ltd(300816) ( Actblue Co.Ltd(300816) ); Smart Songde ( Funeng Oriental Equipment Technology Co.Ltd(300173) ) major asset restructuring project Zhuhai Port Co.Ltd(000507) ( Zhuhai Port Co.Ltd(000507) ) share allotment, Jiangxi Huawu Brake Co.Ltd(300095) ( Jiangxi Huawu Brake Co.Ltd(300095) ) non-public offering project, Jiajiayue Group Co.Ltd(603708) ( Jiajiayue Group Co.Ltd(603708) ) convertible bonds, with rich experience in investment banking business.
The issuance recommendation letter is attached with the special authorization of the recommendation representative (Annex I).
(III) Project Co sponsor
Wu Lei, female, master of management, certified public accountant and lawyer, with more than 5 years of experience in investment banking. Participated in Liaoning Kelong Fine Chemical Inc(300405) IPO ( Liaoning Kelong Fine Chemical Inc(300405) ), Ningbo Construction Co.Ltd(601789) ( Ningbo Construction Co.Ltd(601789) ) major asset restructuring, Actblue Co.Ltd(300816) ( Actblue Co.Ltd(300816) ) IPO, Jiajiayue Group Co.Ltd(603708) ( Jiajiayue Group Co.Ltd(603708) ) convertible bonds and other projects, and financial aviation information (834361), Yongjin electric (836718), Anji bank (839630), thunder technology (872738) and other new third board listed projects, with rich relevant financial and legal expertise.
(IV) other members of the project team
Other project team members of this securities issuance project include he Shenglin, Huang Mo and Zhong Guoen.
2、 Basic information of the issuer
(I) overview of the issuer
Ganzhou Tengyuan cobalt industry new material Co., Ltd
English Name: Ganzhou Teng yuan cobalt New Material Co., Ltd
The registered capital is 944606 million yuan
Legal representative: Luo Jie
Unified social credit code 91360721759978573p
Date of establishment of the company: March 26, 2004
Date of incorporation: August 30, 2016
Address: No. 9, Xijin Avenue, Ganzhou high tech Industrial Development Zone, Ganxian District, Ganzhou City, Jiangxi Province
Postal Code: 341100
Contact: Chen Wenwei
Tel.: 77970788
Fax: 07974435778
Internet website: www.tycogz.com com.
E-mail [email protected].
Production and sales of 6500t / a metal amount of cobalt series products (cobalt sulfate and cobalt chloride) (limited to factory sales) (operated with safety production license, valid until May 12, 2024), processing and sales of nickel, copper, manganese, gypsum and ammonium chloride (the above does not include dangerous chemical business scope products), Recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management), recycling of renewable resources (except productive waste metals), processing of renewable resources, research and development of resource recycling technology, import and export of goods and technology, Information consulting services (excluding licensed information consulting services) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
(II) type of securities issuance
Initial public offering of RMB common shares (A shares) and listing on GEM.
3、 Interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
After carefully checking the interests of the issuer and its related parties with the recommendation institution and its related parties, the recommendation institution and the recommendation representative of this securities issuance ensure that there are no following circumstances that may affect the fair performance of the recommendation duties, as follows:
(I) the sponsor or its controlling shareholder, actual controller or important related party holds the shares of the issuer or its controlling shareholder, actual controller or important related party;
(II) the issuer or its controlling shareholders, actual controllers and important related parties hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the sponsor representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, and hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
(IV) the controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer provide guarantees or financing to each other;
(V) there are other interests between the recommendation institution and the issuer;
(VI) in this offering and listing, the recommendation institution and its related parties have other business dealings with the issuer and its related parties except that the recommendation institution acts as the guidance institution, recommendation institution and lead underwriter of the issuer. 4、 Brief introduction and core opinions of the internal audit procedures of the recommendation institution
The sponsor has established perfect internal control systems such as sponsor business initiation system, due diligence system, counseling system, quality control system, audit system, core system, feedback reporting system, risk event reporting system, compliance inspection system, emergency handling system, continuous supervision system, continuous training system and sponsor working paper system.
According to the requirements of the guidelines on internal control of investment banking business of securities companies issued by the CSRC, the recommendation business of the recommendation institution has established three internal control lines of defense, specifically: (I) the project team and business departments constitute the first line of defense; (II) the quality control department forms the second line of defense; (III) the core management department, compliance and legal department and other relevant departments constitute the third line of defense.
The internal project audit process of the sponsor mainly includes project approval review process, quality control audit process, core process and subsequent management process.
(I) project initiation review process
The investment banking management committee of the recommendation institution sets up a recommendation underwriting and M & a business initiation Committee (hereinafter referred to as the "initiation committee") as the project initiation deliberation organization of the recommendation underwriting and M & a business, and makes a decision on whether to initiate the investment banking project. The specific process is as follows:
1. Project initiation application and internal audit of business department
After preliminary due diligence, the project team believes that the project meets the project approval standards of the sponsor, and submitted the self-examination form of conflict of interest and relevant supporting materials, project approval application report and other materials that help to understand the quality and risks of the project.
The full-time compliance personnel of the business department shall review the conflict of interest and express clear opinions on the review results. The person in charge of the project and the person in charge of the business department shall review the full set of project initiation application documents and sign the review opinions.
2. Reviewed by quality control department
The quality control department shall check and judge whether the project meets the project approval standards and conditions, and issue clear audit opinions.
3. Conflict of interest review of compliance legal department
The compliance and legal department reviews the conflict of interest and gives clear opinions.
4. Review and voting of the project initiation group
The quality control department is responsible for arranging the project review. On the basis of adhering to the avoidance principle, select the project members from the list of project team members and send the project materials to the project members.
The project review and voting meet the following conditions: (I) the number of members participating in the project review shall not be less than 5; (II) the number of members from the internal control department shall not be less than 1 / 2 of the total number of members participating in the voting. The project initiation team performs its duties by means of on-site, communication and written voting, and makes a decision on whether the project can be approved by voting. The project approval committee shall complete the project approval within three working days after receiving the project approval materials. On August 10, 2020, the number of consent votes reaches more than 2 / 3 (including) of the members participating in the voting, and it is passed by vote.
The quality control department shall prepare the project initiation resolution in the form of written or electronic documents. After being confirmed by the voting members, the quality control department shall notify the project team, the voting members and the heads of relevant departments of the project initiation resolution.
5. Approved by the leader in charge of business
After the approval of the leader in charge of business, the project is approved.
(II) quality control audit process
The project team has completed due diligence, fully prepared working papers, and made complete application documents. The project team and
After internal audit, the business department applied to the quality control department for quality control audit on August 14, 2020. The quality control department assigned Zhang Guangxin, Wu JINDA and Pei Jie to carry out on-site verification of the project from August 17, 2020 to August 21, 2020, including but not limited to checking the issuer's main production and office premises and on-site investigating the issuer's production and operation activities; Consult working papers and application documents (first draft); Interview with the issuer's management personnel, project team, etc. The on-site inspectors analyze and judge the project risks and the practice of the project team according to the on-site verification, form a clear on-site verification conclusion and issue the on-site verification report.
After completing the project audit, the quality control auditor will discuss the problems found in the preliminary audit of the project, application materials, working papers, etc
