Dongguan Securities Co., Ltd
About the initial public offering of Sichuan Zhongtai Joint Design Co., Ltd. and its listing on the gem
of
Issuance recommendation
Sponsor and lead underwriter
(address: No. 1, Keyuan South Road, Guancheng District, Dongguan City)
March, 2002
Statement
Dongguan Securities Co., Ltd. (hereinafter referred to as “Dongguan securities” or “sponsor”) is entrusted by Sichuan Zhongtai Joint Design Co., Ltd. (hereinafter referred to as “issuer”, “company” or “Zhongtai design”) to act as the sponsor of its initial public offering and listing on the gem, and appoint Mr. Zhou Bi Ms. Tang Ji acted as the sponsor representative of this recommendation.
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 (trial) (hereinafter referred to as the “measures for the administration of registration”) Relevant laws such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “Listing Rules”), the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report Regulations and relevant regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), being honest, trustworthy, diligent and responsible, issuing this issuance recommendation letter in strict accordance with the business rules, industrial professional norms and ethical standards formulated according to law, and ensuring the authenticity, accuracy and Integrity.
For the convenience of narration, unless otherwise specified, the abbreviation quoted in this offering recommendation has the same meaning as the abbreviation in the prospectus of Sichuan Zhongtai Joint Design Co., Ltd. for initial public offering and listing on the gem (application draft).
catalogue
Declare that 2 catalog Section 1 basic information of this securities issuance four
1、 Introduction to the sponsor, sponsor representative and project team members four
2、 Basic information of the issuer 5 III. interests and main business relationship between the recommendation institution and its related parties and the issuer and its related parties
Come on six
4、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitment of the sponsor Section III special verification opinions of recommendation institutions ten
1、 The sponsor’s explanation on the special inspection of the issuer’s financial report ten
2、 Verification opinions on the diluted immediate return of the issuer’s initial public offering of shares fourteen
3、 The sponsor’s explanation on the public offering of shares by the actual controller and other shareholders 14 IV. explanation of relevant commitments made by the sponsor to the issuer and its controlling shareholders and other responsible subjects
…… fourteen
5、 The verification instructions of the sponsor on the filing of private equity funds of the issuer’s shareholders 16 VI. on strengthening the risk prevention of honest practitioners such as securities companies hiring a third party in investment banking business
Verification opinions of seventeen
7、 The verification of the sponsor’s main business conditions after the audit deadline of the issuer’s financial report 17 Section IV recommendation on this securities offering eighteen
1、 This offering has fulfilled the legal decision-making procedures eighteen
2、 Description of the issuer’s compliance with the conditions for securities issuance nineteen
3、 The main risks faced by the issuer twenty-five
4、 Development prospect of the issuer thirty-three
5、 Recommendation of the sponsor thirty-five
Section 1 basic information of this securities issuance
1、 Introduction to the sponsor, sponsor representative and project team members (I) name of the sponsor
Dongguan Securities Co., Ltd. (II) information of the sponsor representative designated by the sponsor
1. Name of sponsor representative
Zhou Bi, Tang Ji
2. Practice of recommendation business of recommendation representative
(1) Mr. Zhou Bi
S / n project name: whether the recommendation work is under continuous supervision
1 Chengdu Santai Electronic Industry Co., Ltd. IPO and listing project members no
project
2. No member of the 2014 allotment project of Chengdu Santai Electronic Industry Co., Ltd
3 Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) IPO and listing project member no
4 Sichuan Guoguang Agrochemical Co.Ltd(002749) IPO and listing Project Co sponsor no
5. Sichuan Sino Thai joint design Co., Ltd. issued shares in the initial public offering and is creating a sponsor representative no
Industry board listing project
(2) MS Tang Ji
S / n project name: whether the recommendation work is under continuous supervision
1. Sichuan Sino Thai joint design Co., Ltd. issued shares in the initial public offering and the sponsor’s representative: no
GEM listed projects
(III) basic information of Project Co sponsors
Ms. Xie Linxiao
S / n project name: whether the recommendation work is under continuous supervision
1. Sichuan Sino Thai joint design Co., Ltd. issued shares in the initial public offering and is working on the Project Co sponsor no
Industry board listing project
(IV) other members of the project team
Ms. Guo Han, Ms. Kang Yulan, Ms. Lu Qian, Ms. Ye Shuanghong, Mr. Han Yan, Ms. Yang Wanding and Mr. Yue Donglin.
2、 Basic information of the issuer
Chinese Name: Sichuan Sino Thai joint design Co., Ltd
English Name: Sichuan Zhongtai United Design Co., Ltd
Registered capital: 432541 million yuan
Legal representative: Zhang Xiaobo
Date of establishment of the company: April 28, 2002
Date of establishment of the joint stock company: December 6, 2016
Company domicile: 24 / F, unit 1, building 2, No. 99, Jinhui West 1st Street, high tech Zone, Chengdu
Postal Code: 610041
Tel.: 02884176858
Fax No.: 02883311818
Internet address: http://www.ccddesign.com.cn./
mail box: [email protected].
Department responsible for information disclosure and Investor Relations: Securities Affairs Department
Contact person for information disclosure: Xie Yanhua
Telephone number of information disclosure Department: 02884176858
Business scope: general business projects (the following scope does not include pre license projects, and post license projects are operated with licenses or approval documents): engineering design; Preparation of urban planning; Engineering consulting; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Type of securities issuance: initial public offering of RMB common shares (A shares).
3、 Interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties (I) interests between the recommendation institution and its related parties and the issuer and its related parties
1. As of the date of issuance of this issuance recommendation letter, the recommendation institution or its controlling shareholders, actual controllers and important related parties do not hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties; 2. As of the date of issuance of this issuance recommendation letter, the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties; 3. As of the date of issuance of this issuance recommendation letter, the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution do not have any situation that may affect the fair performance of the recommendation duties, such as owning the rights and interests of the issuer and taking office in the issuer;
4. As of the issuance date of this issuance recommendation letter, 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 have not provided mutual guarantee or financing;
5. As of the date of issuance of this issuance recommendation letter, there is no other related relationship between the recommendation institution and the issuer. (II) main business transactions between the recommendation institution and its related parties and the issuer and its related parties
The sponsor or its controlling shareholder, actual controller and important related parties do not have business dealings with the issuer or its controlling shareholder, actual controller and important related parties. 4、 Internal audit procedures and core opinions of recommendation institutions (I) internal audit procedures of recommendation institutions
1. Project initiation review stage
The project initiation review procedures of the sponsor are as follows:
(1) The project team puts forward the project initiation application and submits the project initiation application report according to the internal workflow.
(2) The project management department of Dongguan securities investment banking department (hereinafter referred to as the “project management department”) conducts a preliminary review of the project initiation application report. After confirming that the documents are complete, the documents shall be submitted to the general manager of the investment banking department and the vice president in charge of the company for multi-level review.
2. Project management and quality control stage
During the implementation of the project, the project team shall timely inform the project management department of major changes or progress and existing major problems of the project, and the project management department shall follow up the on-site or off-site progress of the project as appropriate.
Before the project to be declared is submitted for approval, an application for manuscript acceptance shall be submitted to the project management department. The project management department shall conduct on-site verification, working manuscript acceptance and perform written verification procedures for the project to be declared according to the manuscript acceptance application. The project management department shall issue the project quality control report according to the above quality control procedures, check the completeness, integrity and effectiveness of the core materials, and preliminarily check the issuer’s application documents to determine whether the project meets the core and application standards. For projects that agree to be submitted to the kernel, the project management department shall submit the project quality control report to the kernel meeting at the same time.
3. Kernel review phase of the project
(1) Status of kernel team
Dongguan securities core group is composed of senior business backbones from investment banking department, Research Institute, compliance management department, risk management department, core management department and other departments. The professional fields of core group members involve finance, law and project evaluation. The number of members of the kernel team attending the kernel meeting shall not be less than two-thirds of the total number of members of the kernel team. If the number of consenting members reaches two-thirds (including two-thirds) of the total number of voting members of the kernel team attending the meeting, it will be passed and form the final kernel opinion.
(2) Kernel management department program
① After all the formal application materials are prepared, the project leader shall report to the project management department for review. The project management department reviews the whole set of application materials from the aspects of document production quality, material completeness, compliance and project scheme feasibility, and feeds back the review and modification opinions to the members of the project team; The members of the project team shall further improve the relevant contents of the application documents according to the preliminary review opinions, and submit them to the head of the business department and the core management department after modification;
② After receiving the kernel application, the kernel management department shall pre-examine the kernel application materials, review the completeness and compliance of the whole set of application materials, and feed back the pre-examination opinions to the project team of the business department. The kernel management department shall determine the time of this kernel meeting and the list of participating kernel team members. In principle, the kernel management department shall deliver the notice of the kernel meeting together with the application materials to the members of the kernel team five working days before the kernel meeting, and notify the project team;
③ The nuclear management department shall organize and hold a nuclear meeting in accordance with the nuclear work rules, inspect the manuscript on site, conduct a comprehensive review of the project, form a written record, and notify the project team of the review results;
④ The project team shall improve the materials and drafts according to the relevant modification opinions put forward by the core team. After being confirmed by the core team, the core management department and the relevant leaders of the company, the project team can apply for the formal issuance of the company’s signature documents and submit the formal application materials to the securities regulatory authority. (II) the core opinions of the recommendation institution on the issuer’s securities issuance and listing
On April 20, 2021, Dongguan securities held a core meeting to consider the IPO and GEM Listing project of Sichuan Sino Thai joint design Co., Ltd. The core group members participating in the meeting shall be 9, 9 actually present and 9 voting, which meets the requirements of the detailed rules for listing and equity financing of Dongguan Securities Co., Ltd.
The meeting first heard the introduction of the project team on the issuance and the implementation of the due diligence and verification procedures for important matters, and then the project management department introduced the acceptance of the draft, the problems in doubt or needing attention in the quality control report and the verification; In combination with the application materials and the filling of the checklist, the members of the core team will ask questions about the risks and problems found in the practice process such as due diligence and the internal control process such as quality control. The meeting focused on the holding of Zhang Hongtao, the stability of senior managers, revenue recognition and the due diligence
