Chongqing wangbian electric (Group) Co., Ltd
Appendix to the letter of intent for initial public offering
Serial number document name page number
1 issuance recommendation letter 1
2 financial statements and audit reports 37
3 internal control assurance report 197
4 detailed statement of non recurring gains and losses verified by certified public accountants 210
5 legal opinion and lawyer work report 222
5-1 legal opinion 222
5-2 supplementary legal opinion (I) 248
5-3 supplementary legal opinion (Ⅱ) 511
5-4 supplementary legal opinion (III) 531
5-5 supplementary legal opinion (IV) 587
5-6 lawyer work report 640
6 articles of Association (Draft) 814
7 approval document of China Securities Regulatory Commission 869
Citic Securities Company Limited(600030)
On the initial public offering of A-Shares and listing of Chongqing wangbian electric (Group) Co., Ltd
of
Issuance recommendation
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
February, 2002
catalogue
catalogue 1 declare that Section 1 basic information of this securities issuance three
1、 Name of sponsor three
2、 Sponsor representative, Project Co sponsor and other project team members three
3、 Basic information of the issuer four
4、 The type of securities issuance and listing of the recommended issuer four
5、 The relationship between the sponsor and the issuer four
6、 Sponsor’s core procedures and opinions Section 2 commitments of the sponsor Section III verification of relevant behaviors such as paid employment of third-party institutions and individuals Section IV recommendation opinions of the recommendation institution on this securities issuance nine
1、 Recommendations nine
2、 This offering has fulfilled the necessary decision-making procedures nine
3、 The issuer meets the issuance conditions stipulated in the securities law 9 IV. The issuer meets the issuance conditions specified in the measures for the administration of initial public offering and listing. 10
5、 The main risks faced by the issuer fifteen
6、 Verification opinions on the filing of private investment funds among the issuer’s shareholders seventeen
7、 Evaluation of the development prospect of the issuer 22 3-1-1
Statement
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ,” sponsor “or” the sponsor “) accepted the entrustment of Chongqing wangbian electric (Group) Co., Ltd. (hereinafter referred to as” wangbian electric “,” issuer “or” the company “) to act as the sponsor of wangbian Electric’s initial public offering of A-Shares (hereinafter referred to as” this securities offering “or” this offering “) and issue the issuance recommendation letter for this offering.
The recommendation institution and the designated recommendation representative shall, 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”), the measures for the administration of initial public offering and listing (hereinafter referred to as the “measures for the administration of initial public offering”), the measures for the administration of securities issuance and listing recommendation business and other relevant laws Regulations and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), be honest, trustworthy, diligent and responsible, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued. If there are false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the issuer’s initial public offering, resulting in direct economic losses to investors, the recommendation institution will compensate investors for the losses in advance according to law.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus for initial public offering of A-Shares by Chongqing wangbian electric (Group) Co., Ltd.)
3-1-2
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 Sponsor representative, project coordinator and other project team members (I) sponsor representative
Citic Securities Company Limited(600030) appointed Zhang Yang and ye Jianzhong as the sponsor representatives of wangbian electric for this offering.
Zhang Yang, the sponsor representative, is currently the vice president of Citic Securities Company Limited(600030) investment bank management committee. He once served as the sponsor representative of Sinotrans Limited(601598) stock exchange, absorption, merger, Sinotrans development and initial public offering and listing project, China Eastern Airlines non-public offering project. He was responsible for or participated in China Railway Signal & Communication Corporation Limited(688009) IPO project, China Merchants Group’s stake in Liaoning port group project, Jiangxi Expressway Group’s 2020 corporate bond project Jiangxi Wannianqing Cement Co.Ltd(000789) 2021 corporate bond project, etc.
During his tenure in the company, he presided over Yingtong Telecommunication Co.Ltd(002861) IPO, Dynagreen Environmental Protection Group Co.Ltd(601330) IPO, Beijing Originwater Technology Co.Ltd(300070) non-public offering, Bank Of China Limited(601988) issuance of preferred shares, China Yangtze Power Co.Ltd(600900) major asset restructuring, Tsinghua Tongfang Co.Ltd(600100) non-public offering and other projects.
Ye Jianzhong, the sponsor representative, is currently the executive general manager of Citic Securities Company Limited(600030) investment bank management committee. He was responsible for or participated in Ningbo Yinyi IPO project, Qingdao Tiantai IPO project, COFCO real estate 2009 allotment project, Sinoma Science & Technology Co.Ltd(002080) 2010 non-public offering project, Sichuan Road & Bridge Co.Ltd(600039) 2011 major asset restructuring project, Sichuan Road & Bridge Co.Ltd(600039) 2012 non-public offering project, Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) 2014 non-public offering project Sichuan Road & Bridge Co.Ltd(600039) 2016 non-public offering project, Shenzhen Easttop Supply Chain Management Co.Ltd(002889) IPO project, Jinhui group IPO project, Yibinpaperindustryco.Ltd(600793) 2017 non-public offering project, Sichuan Road & Bridge Co.Ltd(600039) 2018 public offering convertible bond project, Qingdao Port International Co.Ltd(601298) IPO project, etc. (II) Project Co sponsor
Citic Securities Company Limited(600030) appointed Yang Mao as the Project Co sponsor of this offering.
Yang Mao, now the senior manager of the investment bank management committee, is mainly responsible for or participates in the following projects: Shandong Longda Meat Foodstuff Co.Ltd(002726) 2020 non-public offering project. (III) other members of the project team
Citic Securities Company Limited(600030) designates Ding Yongcai, Li Yanping, Lin Wei, song Yixin, Chen Jiaming and Huang Jingmiao as 3-1-3
Other members of the project group of the line. 3、 Basic information of the issuer
Chongqing wangbian electric (Group) Co., Ltd
English Name: Chongqing wangbian electric (Group) Corp., Ltd
Legal representative: Yang Zemin
The registered capital is 249875555 yuan
Date of establishment: August 16, 1994
Date of establishment of the company: December 18, 2009
Overall change to joint stock company date: December 18, 2014
Company domicile: No. 10, Qixin East Road, Yanjia street, Changshou District, Chongqing
Postal Code: 401220
Tel: 02340510621
Fax No.: 02340510621
Company website http://www.cqwjbyq.com.
E-mail [email protected].
Licensed items: General freight, hydropower, special cargo transportation (tank type), labor dispatch services (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments). General items: transformers, reactors, mutual inductors Manufacturing, sales, maintenance and installation of wires, cables and other electrical and mechanical equipment; Research and development of new materials; Production and sales of electrical steel and amorphous materials; Manufacturing, installation, repair and test of power transmission and distribution and control equipment; Business scope: high and low voltage switchgear equipment manufacturing; machining; Water conservancy and power engineering installation and development and sales of related technologies and products, technical consultation, smart grid system solutions; Export business of power transmission and transformation equipment and import and export business of raw and auxiliary materials, electrical steel, amorphous materials, mechanical equipment, instruments, meters and spare parts; Engaging in investment business with its own funds (not engaging in financial businesses such as absorbing public deposits or absorbing public deposits in a disguised form, issuing loans and securities and futures) (except for projects that must be approved according to law, it shall independently carry out business activities according to law with its business license)
4、 Types of securities issuance and listing of the recommended issuer
Initial public offering of RMB common shares (A shares) and listing on the main board of Shanghai Stock Exchange. 5、 Related relationship between the sponsor and the issuer (I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties
As of the signing date of this issuance recommendation letter, the recommendation institution or its controlling shareholder, actual controller and important stakeholders 3-1-4
The affiliated party does not hold the shares of the issuer or its controlling shareholders, actual controllers or important related parties. (II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties
As of the signing date of this issuance recommendation letter, the issuer or its controlling shareholders, actual controllers and important related parties do not hold Citic Securities Company Limited(600030) or its controlling shareholders, actual controllers and important related parties. (III) the rights and interests of the issuer owned by the recommendation representative and their spouses, directors, supervisors and senior managers of the recommendation institution and their positions in the issuer
As of the signing date of this issuance recommendation letter, Citic Securities Company Limited(600030) the recommendation representative and his spouse, directors, supervisors and senior managers do not directly or indirectly own the interests of the issuer or hold positions at 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
As of the signing date of this issuance recommendation letter, Citic Securities Company Limited(600030) the controlling shareholder, actual controller and important related parties have not provided mutual guarantee or financing with the controlling shareholder, actual controller and important related parties of the issuer. (V) other related relationships between the recommendation institution and the issuer
As of the signing date of this issuance recommendation letter, Citic Securities Company Limited(600030) and the issuer have no other relationship. 6、 Core procedures and opinions of recommendation institutions (I) core procedures
Citic Securities Company Limited(600030) set up a core department to be responsible for the core work of the institution’s investment banking projects. The specific internal audit procedures of the recommendation institution are as follows:
First, the core department shall conduct on-site audit on the project according to the stage of the project and the appointment of the project team. After the core department accepts the application documents, two full-time reviewers conduct preliminary review of the project application documents from the perspective of law and finance. At the same time, the core department also employs external lawyers and accountants to review the project application documents from their professional perspectives. The auditors will provide audit feedback to the project team according to the preliminary audit and the opinions of external lawyers and accountants
