Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Shanghai Guanlong valve energy saving equipment Co., Ltd
Initial public offering and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone
February, 2002
Statement
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “the sponsor” or “Changjiang sponsor”) accepts the employment of Shanghai Guanlong valve energy saving equipment Co., Ltd. (hereinafter referred to as “the issuer”, “Guanlong Co., Ltd.” or “the company”), As the sponsor of the initial public offering of Guanlong shares and its listing on the gem (hereinafter referred to as “this offering” or “initial public offering”), this offering recommendation letter is issued for the issuer’s 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 measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) 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 registration on the gem”), the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) Relevant laws and administrative regulations, such as the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, and the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), are honest, trustworthy, diligent and responsible, This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, after due diligence and careful verification, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
Unless otherwise specified, the abbreviations and terms used in this offering recommendation letter are consistent with those in the prospectus. 1、 Basic information of this securities issuance (I) name of sponsor
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (II) the sponsor representative specifically responsible for recommendation this time
According to the measures for the administration of securities issuance and listing recommendation business, the recommendation agency issues the special letter of authorization for recommendation representatives (Annex), authorizing the recommendation representatives he Junguang and Su Haiqing to act as the recommendation representatives for the initial public offering and listing project of Guanlong shares, and be specifically responsible for the due diligence recommendation and continuous supervision of Guanlong shares.
1. Su Haiqing’s practice of recommendation business
Su Haiqing: sponsor representative, participated in Runner(Xiamen) Corp(603408) IPO project as the main member of the project.
2. He Junguang’s practice of recommendation business
Mr. He is the sponsor representative, who is the sponsor representative, who is the sponsor representative, who is the person who is the sponsor representative, who is responsible for and is the principal responsible for, and is the sponsor representative, who is the sponsor representative, who is the sponsor representative, who is the sponsor representative, who is the principal responsible for, and is responsible for, and is the sponsor representative, who is the sponsor representative, who is the sponsor representative, who is the principal responsible for, and is the principal responsible for, and is the principal responsible for, and the participation in the Beijing Bayi Space Lcd Technology Co.Ltd(688181) 13 \ , Kunshan Kinglai Hygienic Materials Co.Ltd(300260) , Zhejiang Yongtai Technology Co .Ltd(002326) and other IPOs, Fuxiang shares convertible bonds, Zhejiang Yongtai Technology Co .Ltd(002326) and Shanghai Hanbell Precise Machinery Co.Ltd(002158) non-public offerings, Zhejiang Yongtai Technology Co .Ltd(002326) and Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) issue shares to purchase assets and other projects. (III) Project Co sponsors and other members of the project team of this securities issuance
The Project Co sponsor of this issuance project is Li Tong.
Li Tong: sponsor representative, mainly participated in Anshan Hifichem Co.Ltd(300758) IPO project.
Other members of the project team are Wang Haitao, Dong Zhengming, Zheng Menghan, Wang Xinluo and Tan Zhichao. (IV) basic information of the issuer
Company name: Shanghai Guanlong valve energy saving equipment Co., Ltd
English Name: Shanghai Karon eco Valve Manufacturing Co., Ltd
The registered capital is 125674290 yuan
Legal representative: Li Zhenghong
Date of establishment: July 29, 1991
Date of establishment of the joint stock company April 26, 2020
Registered address: No. 815, Deyuan Road, Nanxiang Town, Jiading District, Shanghai
Postal Code: 201804
Tel: 02131229378
Fax 02131229356
website http://www.karon-valve.com.
E-mail investor@karon -valve. com.
General items: production, processing proportion, low-power pneumatic control valve and other control valves of servo hydraulic technology, electronic water meter, intelligent meter reading monitoring system of tap water meter, flowmeter, fire-fighting equipment and other related products, as well as the processing of various mechanical castings and the manufacturing of mechanical and electrical equipment, Sell the company’s self-produced products, as well as the wholesale, import and export business of similar commodities of the above products, commission agency (except auction) and relevant supporting business (not involving state-owned trade management commodities; if involving quota and license management commodities, apply in accordance with the relevant provisions of the state). (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)
(V) type of securities issuance
Initial public offering of A-Shares and listing on the gem of Shenzhen Stock Exchange. (VI) the securities issuance plan
Stock type: RMB ordinary shares (A shares)
Par value: 1.00 yuan per share
The number of shares issued shall not exceed 42 million, accounting for no less than 25.00% of the total shares after issuance
Proportion of this
Including: number of new shares issued. The number of shares issued this time is all new shares, accounting for no less than 25.00% of the total shares after issuance
Proportion of share capital
Shares publicly offered by shareholders – accounting for the total shares after issuance-
Proportion of quantity
Total share capital after issuance ☆ shares
The issue price per share is ☆ yuan / share. Through inquiry from offline investors, the issuer shall negotiate with the lead underwriter to determine the issue price or other methods approved by the CSRC and Shenzhen Stock Exchange
2、 Related relationship between the sponsor and the issuer (I) shares held by the sponsor and / or its controlling shareholders, actual controllers and important related parties in the issuer or its controlling shareholders, actual controllers and important related parties
The sponsor and / or the controlling shareholder, actual controller and important related party of the sponsor do not hold or hold the shares of the issuer or its controlling shareholder, actual controller and important related party by participating in the strategic placement of this offering.
(II) shares held by the issuer and / or its controlling shareholders, actual controllers and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
The issuer and / or its controlling shareholders, actual controllers and important related parties do not hold the shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) the rights and interests of the issuer owned by the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution, and their positions in the issuer
The recommendation representative and his spouse of the recommendation institution, and the directors, supervisors and senior managers of the recommendation institution do not own the rights and interests of the issuer or hold positions in the issuer. (IV) mutual guarantee or financing provided by 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
The controlling shareholders, actual controllers and important related parties of the recommendation institution do not provide guarantees or financing to each other with the controlling shareholders, actual controllers and important related parties of the issuer. (V) in addition to the above circumstances, other related relationships between the recommendation institution and the issuer that may affect the fair performance of the recommendation duties
Except for the above circumstances, there is no other related relationship between the recommendation institution and the issuer that may affect the fair performance of the recommendation duties. 3、 Internal audit procedures and core opinions of the recommendation institution
1. Internal audit procedure
The sponsor has established a perfect project audit process. The project audit process includes project approval audit, internal verification department audit, core Committee audit, Distribution Committee audit and other links. The sponsor’s internal audit procedures for Guanlong’s IPO and listing on the gem are mainly as follows:
(1) Before project initiation, the auditors of the quality control department, risk management department and compliance management department of the sponsor maintained continuous communication with the project team, understood the project situation in advance, and guided the project team to check according to the requirements of the company’s system. The project team of the sponsor conducted pre due diligence on the issuer and submitted the project initiation application report;
(2) On May 19, 2021, the sponsor held the project initiation meeting to approve the project initiation;
(3) Before the application for approval, the members of the quality control department of the sponsor shall issue a quality control report on May 28, 2021;
(4) The project team shall submit the full set of application documents issued by the issuer to the project core application through the system, and the compliance officer of the business department where the project is located shall conduct formal review on the completeness of the core application documents and drafts. If it meets the requirements, the full set of application documents shall be submitted to the quality control department of the company;
(5) On May 28, 2021, the quality control department implemented the audit procedure for the project and formed the audit form;
(6) On May 28, 2021, the core Department of the sponsor confirmed to start the core review procedure and submit the full set of core application materials to the core Committee for review. The designated core Committee reviewed the project in combination with the project quality control report and put forward written feedback. The project team replied to the feedback before the core meeting;
(7) On June 3, 2021, the sponsor held a core meeting of the project. On the basis of careful study and judgment of the project documents, the participating members questioned and discussed with the project team on issues of concern and formed core opinions;
(8) According to the feedback from the kernel meeting, the project team shall modify and improve the application documents and submit them to the quality control department and the kernel department for review.
2. Kernel opinion
The Changjiang recommendation core Committee has reviewed the application materials for the issuer’s initial public offering and listing on the gem, and held a project core meeting on June 3, 2021. A total of 7 core members attended the meeting.
By the vote of the members attending the meeting, Shanghai Guanlong valve energy saving equipment Co., Ltd. issued shares for the first time and passed the core of the project listed on the gem. 4、 Commitments of the sponsor
(I) the sponsor promises that it has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC, agreed to recommend the issuer’s securities for issuance and listing, and issued this issuance recommendation accordingly.
(II) through due diligence and careful verification, the recommendation institution promises as follows:
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC 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. The recommendation documents do not contain any false statement or omission related to the performance of the recommendation duties;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
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;
9. Comply with other matters stipulated by the CSRC;
10. Voluntarily accept the self-discipline supervision of Shenzhen Stock Exchange. 5、 Verification of the record of the issuer’s private investment fund shareholders
In accordance with the provisions of the securities investment fund law, the Interim Measures for the supervision and administration of private investment funds, the measures for the registration and fund filing of private investment fund managers (for Trial Implementation) and other relevant laws and regulations on the filing of private investment funds, the sponsor has checked whether there is a private investment fund among the shareholders of the issuer and whether the fund performs the filing procedures as required.
The recommendation institution consulted the industrial and commercial archives of the issuer, the articles of association of the issuer, searched the industrial and commercial information of the legal shareholders of the issuer through the Internet, and obtained and consulted the industrial and commercial registration materials and recognized certificate documents of the shareholders of the issuer.
After verification, the sponsor believes that the existing shareholders of the issuer, Karon holding company limited and fulakai consulting (Shanghai) Co., Ltd., are two corporate shareholders, which are not subject to the securities investment fund law Private investment funds stipulated in the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (for Trial Implementation) and other relevant laws, regulations and self-discipline rules. 6、 Verification of the issuer’s operating conditions after the audit deadline
