About kaiwan new materials Co., Ltd
Initial public offering and listing on GEM
Issuance and recommendation work report
sponsor
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
About kaiwan new materials Co., Ltd
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 of A-Shares and listing on the gem (hereinafter referred to as “this securities offering” or “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 the initial public offering of A-Shares and listing on the 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”), 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”), China International Capital Corporation Limited(601995) and its recommendation representatives are honest and trustworthy, diligent and responsible, issue the recommendation work report of this issuance in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy, integrity and timeliness of the recommendation work report of this issuance. (unless otherwise specified in this offering recommendation work report, 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、 Operation process of this securities issuance project
(I) project audit process of the organization
The quality control group shall be established by the sponsor and the quality control committee of the project according to the quality control system of the project and the implementation process of the project; The core department establishes a core working group, which is jointly responsible for the implementation of the core work with the core Committee, carries out export management and terminal risk control of the project in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company.
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.
(II) main process of project approval of this securities issuance project
1. After preliminary due diligence, the project team applied to the business development committee of the investment banking department of the institution for project initiation on June 11, 2020, and submitted the project initiation application materials.
2. After receiving the project application, the business development committee of the investment banking department coordinated the eight project committee members appointed by each department to review the project application, and the project committee members issued written feedback.
3. After the project team replies to the feedback of the project initiation Committee, the project initiation committee will vote by voting and the project will be officially approved after being approved by the management of the investment banking department.
(III) main process of implementation of this securities issuance project
1. Project team composition and mobilization time
The securities issuance project consists of two sponsor representatives, one project co organizer and several other members to form a project team, which is specifically responsible for the implementation of the project. The project team met with the actual controller of the issuer in Zhengkai group as early as September 2018, because the issuer had hired other securities companies as financial advisers for its restructuring and standardized operation before A-share issuance and listing in January 2018. This meeting did not involve the cooperation of A-share recommendation business. From September 2018 to April 2019, the project team did not actually carry out recommendation related business. In May 2019, the project team formally contacted the actual controller and general manager of the issuer as A-share sponsor, and discussed the cooperation of A-share sponsor business for many times; In the same month, the issuer decided to replace China International Capital Corporation Limited(601995) as an intermediary for its restructuring and A-share listing. On May 29, 2019, the project team entered the site and held the first intermediary coordination meeting to start the listing work, carry out due diligence and carry out substantive work. In July 2019, the issuer and China International Capital Corporation Limited(601995) signed an investment banking entrustment agreement.
2. Main process of due diligence
(1) As for the issuer’s subject qualification, the project team conducted due diligence in accordance with the requirements of the working standards for due diligence of sponsors. The investigation process includes but is not limited to: checking the relevant government approval documents, business license, articles of association, sponsor agreement, founding meeting documents, evaluation report, audit report, capital verification report Industrial and commercial establishment and change registration documents, capital increase and reduction agreements involved in capital stock changes, equity transfer agreements involved in equity changes, certificates of ownership of major assets, relevant resolutions of the board of directors and the general meeting of shareholders, business licenses and identity certificates of major shareholders, business licenses or approvals required by the issuer to carry out production and operation, and other documents; Interviews were conducted with the issuer, and special consultations and discussions were held with the issuer’s lawyers, auditors and appraisers.
(2) The sponsor’s due diligence investigation was conducted in accordance with the requirements of the third party’s industrial and commercial due diligence investigation, including the issuer’s production and sales due diligence investigation, but not limited to the issuer’s due diligence investigation and the issuer’s registration records, Understand the relationship between it and the issuer, and focus on the investigation of the issuer’s related party transactions; Verified the ownership certificate and actual use of the issuer’s real estate and intangible assets; Investigated the causes, transaction records and capital flow of the issuer’s large amount of accounts receivable and payable; Checked the employee roster and labor contract of the issuer; Checked the issuer’s financial management system, bank account opening information and tax payment information; Verified the relevant resolutions of the three sessions of the issuer and the rules and regulations of its internal institutions; Interviewed the Issuer on its business, finance and the independence of institutions and personnel, and conducted special consultation and meeting discussion with the issuer’s lawyers and accountants.
(3) For the standardized operation of the issuer, the project team conducted due diligence in accordance with the requirements of the code for due diligence of sponsors. The investigation process includes but is not limited to: consulting the articles of association of the issuer, the rules of procedure of the board of directors, the board of supervisors and the general meeting of shareholders and relevant meeting documents, the rules of procedure of the special committee of the board of directors, the independent director system Secretary system of the board of directors and working system of the general manager; Obtain the written statement of the issuer and the certificate issued by relevant government departments; Consulted the issuer’s internal audit and internal control system and internal rules and regulations on investment, guarantee and fund management; Checked the self-assessment opinions of the issuer’s management on the internal control system and the assurance opinions of accountants; Interviewed directors, supervisors, independent directors, Secretary of the board of directors, senior executives and internal auditors; Conducted special consultation and meeting discussion with the issuer’s lawyers and auditors.
(4) For the financial and accounting of the issuer, the project team shall, in accordance with the working standards for due diligence of sponsors and the opinions on further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14) Due diligence has been carried out in accordance with the requirements of the notice on special inspection of 2012 annual financial reports of initial public offering companies (issuance supervision letter [2012] No. 551), the guidelines on information disclosure related to profitability in the prospectus of initial public offering and listed companies (CSRC announcement [2013] No. 46) and other regulations, The investigation process includes but is not limited to: Prudential verification of the audited financial report, the audited internal control assurance report and other relevant financial information; Compared and analyzed the changes of income composition, price and sales volume of main products, financial indicators and ratio of the issuer during the reporting period with the situation of relevant industries, markets and comparable companies in the same period; Reviewed major purchase and sales contracts, data on major bank loans, data on equity investment, data on external guarantees, data on arbitration and litigation, data on major taxes and tax preferences or financial subsidies during the reporting period, and visited banks, joint ventures, taxation, customs and other departments; On the issue of financial accounting of the issuer, the project team communicated closely with the financial personnel and auditors of the issuer and held several special meetings.
In view of the issuer’s sustainable profitability, the project team conducted prudent investigation, analysis and independent judgment by consulting industry research materials and statistics, consulting industry analysts’ opinions and understanding the issuer’s competitors, and reported the key issues and risks to the issuer’s management, core technicians and business backbone Major customers and suppliers were interviewed.
(5) In view of the improvement of the issuer’s profit distribution policy, the project team conducted due diligence in accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies, and consulted the issuer’s current effective articles of association and the decision-making procedures and mechanisms related to profit distribution policy and the specific contents of profit distribution policy in the articles of Association (Draft), After consulting the relevant minutes and documents of the board of directors, the board of supervisors and the general meeting of shareholders on profit distribution and shareholder return, according to the actual situation of the issuer, assisted the issuer to improve the profit distribution policy, formulated the three-year shareholder dividend return plan after listing, and urged the issuer to pay attention to improving the level of cash dividend and return to shareholders. Through the above due diligence, the institution believes that the content and decision-making mechanism of the profit distribution policy in the articles of Association (Draft) of the issuer comply with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies and so on, The profit distribution policy related to the articles of Association (Draft) of the issuer and the three-year shareholder dividend return plan after listing pay attention to giving reasonable returns to investors, which is conducive to protecting the legitimate rights and interests of investors.
(6) In view of the registration and filing of the issuer’s private investment fund shareholders, the project team conducted due diligence in accordance with the requirements of Q & A on issuance supervision – answers to the filing questions of private investment funds related to issuance supervision, obtained the industrial and commercial archives and registration documents of the issuer’s institutional shareholders, or inquired the national enterprise credit information publicity system; Checked the relevant shareholder descriptions of the institutional shareholders of the issuer, the registration certificate of the fund manager and the fund Filing Certificate; Inquired the publicity information of China Securities Investment Fund Industry Association. Through the above due diligence, the institution believes that, as of the date of issuance of the recommendation work report, among the issuer’s 19 existing institutional shareholders, Zhengkai group, Haining Wanxing, Haining Wanhong, Yuxin investment, Fuxiang investment and Shanghai Zhihan are not private investment funds and do not need to go through relevant registration and filing procedures; Wen’s investment is a private fund manager and has registered as a private fund manager with China Securities Investment Fund Industry Association (Registration No.: p1 Jiangsu Yoke Technology Co.Ltd(002409) ); Fupu investment, CICC Yingrun, fengdingyoutai, Shenzhen reform industry, Kaibin Shengshi, Maotai Jianxin, Zhongguang finance, zhongzi Huagai, Wen’s No. 4, vision of Bank of China, Qichuang sharing and Changjiang qiwan are private investment funds specified in the securities investment fund law of the people’s Republic of China and the Interim Measures for the supervision and administration of private investment funds, and have fulfilled the relevant filing procedures.
(7) For the application of the raised funds of the issuer, the project team conducted due diligence in accordance with the requirements of the working guidelines for due diligence of sponsors. The investigation process includes but is not limited to: verifying the feasibility study report of the issuer’s investment project with raised funds, the minutes of the three meetings for discussion and decision-making, relevant project approval / filing documents Documents related to environmental protection and land use of the project; Interviews were conducted with senior executives on the issuer’s future business development objectives, the implementation prospects of the raised capital investment projects, the feasibility and necessity of the raised capital projects, and the relationship with the company’s existing main businesses and core technologies; Through investigation and understanding of the government’s industrial policy, industry development trend, market capacity of relevant products and other information, the market prospect and profit prospect of the project invested with raised funds were independently judged.
3. Specific work and main role of project team members
(1) The specific work and main role of the sponsor representative
During the implementation of the securities issuance project, the sponsor representatives of the institution, Yang Leijie and Zhang Lei, signed the agreement in November 2019
