Minsheng Securities Co., Ltd
About Changzhou Xiangming Intelligent Power Co., Ltd. IPO and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
October, 2001
Statement
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities”, “the company” or “the sponsor”) accepts the entrustment of Changzhou Xiangming Intelligent Power Co., Ltd. (hereinafter referred to as “Xiangming intelligent” or “the issuer”), Acting as the sponsor of Xiangming intelligence’s initial public offering and listing on the gem (hereinafter referred to as “this securities offering” or “this offering”), and Issuing the issuance recommendation letter for this offering.
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 law on the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the registration of initial public offerings on the gem”) The Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the measures for the administration of securities issuance and listing recommendation business and other relevant 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, 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 and integrity of the documents issued shall be guaranteed.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Changzhou Xiangming Intelligent Power Co., Ltd. for initial public offering and listing on the gem (Registration draft).
catalogue
Declare that Section 1 basic information of this securities issuance 3. Introduction of sponsor group members 3 II. Basic information of the issuer 4 III. description of whether there is a related relationship between the recommendation institution and the issuer 4. Internal audit procedures and core opinions of the sponsor Section 2 commitments of the sponsor 8 section III recommendation on this securities issuance 9 I. recommendation conclusion 9 II. Decision making procedures of the Issuer on this securities issuance 9 III. The issuer meets the issuance conditions stipulated in the securities law 9 IV. The issuer meets the issuance conditions specified in the measures for initial registration of gem 10 v. the issuer meets the listing conditions stipulated in the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) Vi. verification of the existence of private investment funds by the issuer’s shareholders in accordance with the Interim Measures for the supervision and administration of private investment funds and other laws and regulations 13 VII. Verification opinions on the rationality of dilution of immediate return, measures to fill in immediate return and commitments of relevant commitment subjects VIII. Special financial verification of the issuer IX. main problems and risks of the issuer 14 X. evaluation on the development prospect of the issuer 19 Xi. Main business conditions after the audit deadline Section IV special verification opinions of the recommendation institution on the employment of a third party in this securities issuance 20 I. The recommendation institution does not engage a third party directly or indirectly 2. The issuer does not engage any third party directly or indirectly with compensation, except for the intermediary institutions required by law 20 Annex I: 22 special power of attorney of the sponsor representative of Minsheng Securities Co., Ltd twenty-two
Section 1 basic information of this securities issuance
1、 Introduction to the sponsor, sponsor representative and project team members (I) name of the sponsor
Minsheng Securities Co., Ltd. (II) information of the sponsor representative designated by the sponsor
1. Name of sponsor representative
Yan Wei, Shi Weidong
2. Practice of recommendation business of recommendation representative
Yan Wei: male, sponsor representative, business director of Minsheng securities investment banking division, started working in investment banking in 2007 and registered as sponsor representative in 2013. As the sponsor representative and project leader, he presided over Baosheng Science And Technology Innovation Co.Ltd(600973) 2011 non-public offering, remote cable IPO, Tianguang fire 2014 non-public offering and other projects; As a member of the project team, he participated in Fangyuan support IPO, Yudian diamond IPO, Tangrenshen Group Co.Ltd(002567) IPO and other projects.
Shi Weidong: male, sponsor representative, certified public accountant, business director of Minsheng securities investment banking division. He began to work in investment banking in 2000 and registered as sponsor representative in 2008. As the sponsor representative and project leader, he presided over Hootech Inc(301026) IPO project, Ways Electron Co.Ltd(605218) IPO project, Hunan Tv & Broadcast Intermediary Co.Ltd(000917) 2012 non-public offering, Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) 2011 non-public offering, Fangyuan support 2010 non-public offering and other projects; As a member of the project team, participated in Gaochun ceramics IPO, Gem-Year Industrial Co.Ltd(601002) IPO, Jinling Hotel Corporation Ltd(601007) IPO, Nanjing Yunhai Special Metals Co.Ltd(002182) IPO, Jiangsu Yanghe Brewery Joint-Stock Co.Ltd(002304) IPO and other projects; As the representative of continuous supervision and recommendation, he participated in the continuous supervision of Datong Coal Industry IPO, Xiangtan Electrochemical Scientific Co.Ltd(002125) IPO, Beijing Leadman Biochemistry Co.Ltd(300289) IPO and other projects. (III) Co sponsors of this securities issuance project and other project team members
1. Project Co sponsor
Li Dinghong
2. Other project team members
Wei bin, Yu Xin, Liao Lukai, Chen Dong, Meng Peng
The above-mentioned personnel have obtained the securities practice qualification, strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions in the practice of recommendation business, and have a good practice record.
Company name: Changzhou Xiangming Intelligent Power Co., Ltd
English Name: Changzhou Xiangming Intelligent Drive System Corporation
Unified social credit code 91320412608126066w
The registered capital is 51 million yuan
Legal representative: Zhang Min
Date of establishment of the company: December 22, 1995
Date of incorporation: June 12, 2016
Address: No. 518, Zhongwu Avenue, Changzhou
Tel: 0519 – 88388769
Production of motors, motor extension products and accessories, fans, pumps, ventilation appliances, health appliances, electronic control components and electronic instruments; Selling self-produced products; It is engaged in the procurement, wholesale and distribution of the above commodities and their related raw and auxiliary materials, instruments and meters, control devices, mechanical equipment, related spare parts and software in China Import and export business (not involving state-owned trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state) and relevant technical services.
(for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) licensed projects: Road cargo transportation (excluding dangerous goods) (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
The number of issued shares of RMB common shares (A shares) of the type of securities issued this time, accounting for no more than 17 million shares of the company’s initial public offering after the issuance, and the proportion of the issued number to the total issued share capital of the company shall not be less than 25%. In this offering, the shareholders of the company will not offer shares to the public (i.e. no transfer of old shares)
Stock exchange to be listed Shenzhen Stock Exchange gem
Internet address http://www.xiangming.com.
E-mail [email protected].
Wang qinping, person in charge of information disclosure
Tel: 051988389998
Fax: 051988390306
3、 Description of whether there is an associated relationship between the recommendation institution and the issuer
After self inspection, Minsheng securities confirmed that as of the signing date of the issuance sponsor:
(I) Minsheng Securities Investment Co., Ltd., a wholly-owned subsidiary of the sponsor, holds 4.62% of the shares of the issuer. There is no situation affecting the independence of the sponsor and no improper interest arrangement. Some directors, supervisors, senior managers and other core employees of the sponsor hold Minsheng Securities shares and indirectly hold the issuer’s shares through the shareholding platform Gongqing Chengmin new investment partnership (limited partnership), Gongqing Chengmin credit investment partnership (limited partnership) and Gongqing Chengmin long investment partnership (limited partnership), There is no improper benefit transfer arrangement. All the direct shareholders and indirect shareholders of the recommendation institution are the subjects who indirectly hold the shares of the issuer. In addition, the controlling shareholders, actual controllers and important related parties of the recommendation institution do not hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties; (II) the issuer and its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the recommendation representative and his / her spouse of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, and do not hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
The directors, supervisors and senior managers of the recommendation institution do not hold the shares of the issuer’s controlling shareholders, actual controllers and important related parties, and do not hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
(IV) 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 do not provide guarantee or financing to each other;
(V) in addition to the above description, there is no other relationship between the recommendation institution and the issuer that needs to be explained. 4、 Internal audit procedures and core opinions of the sponsor (I) description of internal audit procedures
The first stage: the project approval and review stage of the sponsor project
The investment banking business project approval committee of the recommendation institution and the business management and quality control department of the investment banking business department (hereinafter referred to as “business management and quality control department”) are responsible for the approval and management of the recommendation projects, and the project registration, review and approval of the projects to be undertaken by each business department after due diligence and risk assessment. The business management and quality control department shall first review the formal project initiation application materials of the project, form a written project initiation review opinion and distribute it to the project team; After the project team makes a written reply to the project approval opinions, the business management and quality control department shall request to convene a meeting of the project approval committee to review the formal project approval application. The project approval committee makes a basic judgment on the projects applying for project approval through the prior evaluation of the sponsor projects, so as to ensure the overall quality of the project and control the project risks.
The second stage: the management and quality control stage of the sponsor project
During the implementation of the sponsor project, the business management and quality control department shall dynamically track and manage the implementation of the project through the whole process and all links, so as to manage and control the project and further ensure and improve the project quality. Phase III: the kernel phase of the project
According to the core review requirements of the CSRC on the recommendation and underwriting business, the recommendation institution shall conduct internal audit on the recommendation project before formal application, so as to strengthen the quality management and risk control of the project. Before applying for the core, the business department must form a project review team jointly by the project leader, the signing and recommendation representative, the business department leader and at least two professionals other than the project designated by the business department leader to comprehensively review the full set of core application documents and working papers and evaluate the production quality of project materials.
After passing the review, the business department shall submit the full set of application documents and working papers to the business management and quality control department for review. For the recommended project, after receiving the project approval application document, the business management and quality control department shall conduct pre approval verification according to the requirements of the company’s system, issue the verification report and feed it back to the project team in time, and the project team must reply to the verification report in writing. The business management and quality control department shall review the due diligence working paper and issue clear acceptance opinions; Before the approval of the sponsor project, all the examination procedures shall be performed. The business management and quality control department shall be responsible for organizing and implementing the examination of the project, and form a written or electronic document record, which shall be confirmed by the examiner and the examiner.
After the business management and quality control department has passed the acceptance of the due diligence work draft of the project and received the written reply of the project team to the verification report, it shall prepare the project quality control report, list the problems in doubt or need to be concerned about the project, submit it to the kernel meeting for discussion, and submit it to the kernel office for approval together with the audit record.
After receiving the project kernel application documents, the kernel office shall be responsible for organizing the kernel committee members to hold the kernel meeting if it considers that it meets the conditions for holding the kernel meeting after preliminary examination. In accordance with the relevant provisions of the China Securities Regulatory Commission and other regulatory authorities, on the basis of careful study and judgment of the project documents and materials, and in combination with the project quality control report, the core members focus on whether the project meets the relevant requirements of laws and regulations, normative documents and self-discipline rules, whether the due diligence is diligent and whether the application conditions are met.
The issuance and application materials of all sponsored projects of Minsheng securities can be reported to the CSRC only after the core of Minsheng securities has been reviewed and approved and the company’s approval procedures have been fulfilled. (II) comments on the core
