China International Capital Corporation Limited(601995)
About kaiwan new materials Co., Ltd
Initial public offering and listing on GEM
Issuance recommendation
sponsor
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
About kaiwan new materials Co., Ltd
Letter of recommendation for initial public offering and listing on the gem
Shenzhen Stock Exchange:
Wankai New Material Co., Ltd. (hereinafter referred to as “wankai new material”, “issuer” or “company”) intends to apply for initial public offering and listing on GEM (hereinafter referred to as “this offering”), And has hired China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) as the sponsor of IPO and listing on GEM (hereinafter referred to as “sponsor” or “this institution”).
In accordance with the company law, 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 initial public offerings”) and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “rules for listing on the gem”) The measures for the administration of securities issuance and listing recommendation business and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), China International Capital Corporation Limited(601995) and its recommendation representatives are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued according to the industry practice norms and ethical standards, and the authenticity, accuracy, integrity and timeliness of the issuance recommendation letter shall be guaranteed.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of wankai new materials Co., Ltd. for initial public offering and listing on GEM.
1、 Basic information of this securities issuance
(I) name of recommendation institution
China International Capital Corporation Limited(601995) 。
(II) project sponsor representative, CO sponsor and other project team members
China International Capital Corporation Limited(601995) appoint Yang Leijie and Zhang Lei as the sponsor representatives of wankai new material for this issuance project, Qi Zhongbin as the Project Co sponsor, and Lu Junyi, Chen Ying, Yu Zhou, Jiang Yi, Xu Jiayi, Wang Mengjue and Li Pengfei as members of the project team.
1. Main practice of project sponsor representative’s sponsor business
Yang Leijie: obtained the qualification of sponsor representative in 2017 and once served as the sponsor representative of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) initial public offering and Meishang ecological non-public offering. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Zhang Lei: obtained the qualification of sponsor representative in 2014, and once served as the sponsor representative of Changlian logistics IPO project, Shanxi Guoxin Energy Corporation Limited(600617) non-public offering project, Shijiazhuang Yiling Pharmaceutical Co.Ltd(002603) non-public offering project, Zhejiang Zheneng Electric Power Co.Ltd(600023) public offering convertible bond project, Hexing Electrical Co.Ltd(603556) IPO project, China National Accord Medicines Corporation Ltd(000028) non-public offering project. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
2. Main practice of sponsor business of Project Co sponsor
Qi Zhongbin: obtained the securities qualification in 2015, and has sponsored or participated in the restructuring guidance, issuance and listing of many enterprises such as Tus-Design Group Co.Ltd(300500) , Shenzhen Jiang&Associates Creative Design Co.Ltd(300668) , zhusen design, Yaxiang Co., Ltd., flaunting new materials, and Tus-Design Group Co.Ltd(300500) major asset restructuring.
(III) basic information of the issuer
Company name: wankai New Material Co., Ltd
Registered address: No. 15, Wenlan Road, Jianshan New District, Haining City, Jiaxing City, Zhejiang Province
Date of establishment: March 31, 2008 (changed into a joint stock company on March 27, 2020)
Contact: (0573) 87802027
Business scope: general items: manufacturing, processing and sales of polyester materials and plastic woven bags (excluding printing); Wholesale and retail of coal water slurry; Operate the export business of the self-produced products of the enterprise and the import business of raw and auxiliary materials, mechanical equipment, spare parts and technologies required by the enterprise (except those restricted and prohibited by the state);
Except those involving pre-approval); Warehousing services (excluding dangerous goods); Own house lease. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Type of securities issuance: initial public offering of A-Shares and listing on GEM
(IV) there is no shareholding relationship, holding relationship or other significant relationship between the institution and the issuer
1. CICC Capital Operation Co., Ltd., a wholly-owned subsidiary of the institution, holds 1.96% of the partnership share of CICC Yingrun and serves as the executive partner of CICC Yingrun. CICC Yingrun holds 8.4846 million shares of the issuer (accounting for 3.29% of the share capital of the issuer before this issuance). In the fund managed by Zhongjin Ruide (Shanghai) Equity Investment Management Co., Ltd., a subsidiary of CICC Capital Operation Co., Ltd., a wholly-owned subsidiary of the institution, jinqizhi (Shanghai) Equity Investment Center (limited partnership) is a limited partner of Shanghai Zhihan, holding 99.9% of the partnership share, Shanghai Zhihan holds 2121212 million shares of the issuer (accounting for 0.82% of the share capital of the issuer before this issuance) China International Capital Corporation Limited(601995) the shareholder China Investment Consulting Co., Ltd. is one of the limited partners of Zhongzi Huagai and the controlling shareholder of Zhongzi Huagai Investment Management (Shanghai) Co., Ltd., the manager of Zhongzi Huagai. Zhongzi Huagai holds 3181818 million shares of the issuer (accounting for 1.24% of the share capital of the issuer before this issuance).
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the institution or its controlling shareholders, actual controllers and important related parties.
3. The sponsor representative and his / her spouse, directors, supervisors and senior managers of the institution do not own shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties.
4. The largest shareholder of China International Capital Corporation Limited(601995) is Central Huijin Investment Co., Ltd. (hereinafter referred to as “Central Huijin” or “superior shareholder unit”). Up to now, Central Huijin directly holds about 40.11% of the equity of China International Capital Corporation Limited(601995) and its subsidiaries, China Construction Bank Investment Co., Ltd., China Construction Investment Co., Ltd China Investment Consulting Co., Ltd. holds China International Capital Corporation Limited(601995) about 0.02% equity respectively. Central Huijin is a wholly-owned subsidiary of China Investment Corporation Limited. According to the authorization of the State Council, Central Huijin makes equity investment in key state-owned financial enterprises, exercises the rights and obligations of investors in key state-owned financial enterprises on behalf of the state in accordance with the law, so as to maintain and increase the value of state-owned financial assets. Central Huijin does not carry out any other commercial business activities and does not interfere with the daily business activities of key state-owned financial enterprises controlled by it. According to the information and public information provided by the issuer, China International Capital Corporation Limited(601995) superior shareholder units and the issuer or its controlling shareholders, actual controllers and important related parties do not have cross shareholding, and China International Capital Corporation Limited(601995) superior shareholder units and the controlling shareholders, actual controllers and important related parties of the issuer do not provide mutual guarantee or financing.
5. There is no other related relationship between the institution and the issuer.
The institution performs its recommendation duties independently and impartially in accordance with relevant laws and regulations and the articles of association.
(V) internal audit procedures and opinions of the institution
1. Internal audit procedure
According to the measures for the administration of securities issuance and listing recommendation business and China International Capital Corporation Limited(601995) quality control and core system, the project implementation and quality control committee shall establish a corresponding quality control team after the project is approved, and the quality control team shall manage and control the project risk in the process; The core department establishes a core working group to jointly implement the core work with the core Committee, carry out export management and terminal risk control of the project in the form of company level audit, and perform the final approval decision-making responsibilities of submitting, submitting, issuing or disclosing materials and documents in the name of China International Capital Corporation Limited(601995) name.
The internal audit procedures of the organization are as follows:
(1) Project approval
When the project team applies for project initiation, the project implementation and quality control committee provides project initiation review opinions on the project initiation application from the perspective of project implementation risk, and the core department provides project initiation review opinions from the perspective of project key risks. (2) Review at the coaching stage
During the counseling period, the project team shall report the progress of counseling to the quality control team and the core working group. The counseling filing application, counseling report, counseling acceptance application and other documents submitted by the project team to the dispatched office of the CSRC shall be submitted to the quality control team and the core working group, which can be submitted to the outside after being reviewed and approved by the quality control team and confirmed by the core working group. Before the implementation of key verification work, the project team shall discuss the specific verification plan with the quality control team and obtain the confirmation of the quality control team; In case of major adjustment of the verification plan due to major events in the subsequent actual verification process, it shall also communicate with the quality control team in time. If there are key issues to be discussed, the project team can hold a special meeting with the quality control group and the core working group for discussion.
(3) Review at the declaration stage
The project team shall submit the application materials to the quality control team and the core working group in accordance with relevant regulations. The quality control team shall comprehensively review the application materials, due diligence and working papers, carry out on-site verification for the key problems and working papers in the audit, accept the due diligence working papers of the project team and issue acceptance opinions. After the audit of the quality control team, the project implementation and quality control committee shall organize a preliminary review meeting to review and review. After the preliminary review meeting, the quality control team shall issue the project quality control report and report on the review at the nuclear committee meeting (hereinafter referred to as the “nuclear meeting”). The kernel department shall organize and hold a kernel meeting to fully discuss the project, vote on whether to agree to the recommended declaration and issue kernel opinions.
(4) Review after declaration
After the project team submits the application materials to the securities regulatory authority, the project team must submit the previous feedback replies of the securities regulatory authority and the documents issued to the securities regulatory authority to the quality control group and the core working group, and the external report can be sent only after being reviewed and approved by the quality control group and the core working group.
(5) Review at the stage of issuance and listing
After the project is approved, the project team must submit all the documents issued by the sponsor during the issuance and listing period to the quality control team and the core working group, which can only be submitted after being reviewed and approved by the quality control team and the core working group.
(6) Audit during continuous supervision
The project team must submit the documents issued in the name of China International Capital Corporation Limited(601995) during the continuous supervision to the quality control group and the kernel working group, and the documents can be submitted to the outside only after being reviewed and approved by the quality control group and the kernel working group.
2. Kernel opinion
After strictly reviewing the application of wankai new materials Co., Ltd. for this securities issuance according to the internal audit procedures, the core opinions of this institution on this issuance application are as follows:
Wankai new materials Co., Ltd. meets the basic conditions for initial public offering and listing on the gem. The application documents are true, accurate and complete. It is agreed to submit them to Shenzhen stock exchange for review.
(VI) the third party employed by the institution for this securities issuance
In order to further strengthen the practice quality and prevent and control risks, the institution hired Beijing Tianyuan law firm Shanghai Branch as the lawyer of the sponsor / lead underwriter of the securities issuance, and Zhitong Certified Public Accountants (special general partnership) Shanghai Branch as the auditor of the sponsor / lead underwriter of the securities issuance. Beijing Tianyuan law firm Shanghai Branch has a practice license and mainly provides legal related services for the sponsor / lead underwriter in this offering. Grant Thornton Certified Public Accountants (special general partnership) Shanghai Branch has a practice license and mainly provides financial related services for the sponsor / lead underwriter in this offering. In addition to employing the lawyer of the sponsor / lead underwriter and the auditor of the sponsor / lead underwriter, the institution does not employ any third-party intermediary in this offering, which is in line with the relevant provisions of the opinions on strengthening the risk prevention and control of honest employment such as hiring a third party by securities companies in investment banking business.
2、 Commitments of the sponsor
(I) the institution has conducted due diligence and prudent verification on the issuer and its promoters, 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 accordingly.
(II) as the sponsor of this issuance of wankai new materials Co., Ltd., this institution
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of CSRC and Shenzhen Stock Exchange 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 been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
6. Ensure that there are no false records, misleading statements or major omissions in other documents related to the performance of the recommendation duties;
7. The professional opinions issued by the CSRC and the professional services provided by the CSRC to the issuer comply with the laws and regulations of the industry and Shenzhen Stock Exchange;
8. Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business.
3、 Recommendation opinions of this institution on this securities issuance
(I) the organization is responsible for
