Guoyuan Securities Company Limited(000728)
about
Guangdong Ruide Intelligent Technology Co., Ltd. initial public offering and listing on the gem
Issuance and recommendation work report
Sponsor (lead underwriter)
November, 2001
catalogue
catalogue 1. The sponsor declares that 5 Part I project operation process six
1、 Guoyuan Securities Company Limited(000728) ‘s project review process six
2、 The main process of the project approval of this securities issuance project eight
3、 The main process of the implementation of this securities issuance project eight
4、 The main audit process of the internal verification department twelve
5、 The main process of kernel team audit 13 part II problems existing in the project and their solutions fifteen
1、 Project evaluation opinions 15 II. Main problems found and concerned by the project executive members in the process of due diligence and analysis and treatment
Situation fifteen
3、 Main issues concerned by the internal verification department and their implementation nineteen
4、 Main issues discussed in the core group meeting, audit opinions and Implementation twenty-six
5、 Verification of the issuer’s profit distribution thirty-seven
6、 Check the professional opinions issued by securities service institutions 41 VII. Verification of relevant commitments disclosed in the prospectus and binding measures in case of failure to fulfill commitments
Check forty-two
8、 Verification of measures and commitments to fill diluted immediate returns forty-three
9、 Verification of whether there are private investment funds among the issuer’s shareholders forty-three
10、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals The third part is about the verification of the audit points 47 I. audit points “2-1-1 whether the issuer has involved state-owned assets, collective assets and foreign assets since its establishment
“Business investment management matters” 47 II. Audit points “2-1-3 whether there is a cancelled or ongoing gambling Association at the time of the issuer’s declaration
Discussion ” 48 III. audit points “2-1-4 has there ever been any defect in the previous equity change process since the establishment of the issuer
Or dispute ” forty-nine
4、 Audit key points “4-1-1 (whether there is listing / listing of overseas and new third board” 49 v. audit key points “6-1-1 whether the issuer transfers or cancels its subsidiaries during the reporting period” 53 VI. audit key points “8-2-1 whether the issuer and its controlling shareholders, actual controllers, holding subsidiaries, directors, supervisors, senior managers and core technicians may affect the assets of the issuer
Litigation or arbitration matters with significant impact ” 54 VII. Audit points “8-3-1 whether the directors and senior managers of the issuer have changed in the past two years
Move ” fifty-five
8、 Audit points “9-1-1 whether there are private fund shareholders when the issuer reports” 56 IX. audit points “10-1-1 whether the issuer has the situation of adding shareholders one year before the Declaration” X. audit points “11-2-1 does the issuer have any equity incentive plan formulated or implemented before reporting
Excitation ” 57 Xi. Key points of audit “12-1-1 whether there are social insurance and housing insurance payable and unpaid during the reporting period of the issuer
Housing provident fund ” 58 XII. Audit points “15-2-1 whether the issuer discloses the impact of major laws, regulations and policies of the industry on the issuer
Impact of business development ” 58 XIII. Audit points “17-1-1 whether the issuer’s prospectus discloses comparable companies and numbers in the same industry
According to ” 59 XIV. Audit points “18-1-1 whether the issuer’s prospectus discloses the basic information of major customers”
…… 60 XV. Key points of audit “18-2-1 whether the top five customers in each period of the issuer’s reporting period have a deposit compared with the previous period
In the “top five new customers” 67 XVI. Key points of audit “18-4-1 whether there are customers and suppliers, customers and
“Overlapping competitors” 67 XVII. Audit points “19-1-1 whether the issuer’s prospectus discloses the basic information of major suppliers
Situation ” 68 XVIII. Audit points “19-2-1 whether the top five suppliers in each period of the issuer’s reporting period were compared with the previous period
There are “top five new suppliers” 68 XIX. Key points of audit “20-1-1 whether there are any suppliers that have an important impact on the production and operation of the issuer
Subject matter, invention patent, franchise right, non patented technology and other intangible assets ” 68 XX. Audit points “21-1-1 during the reporting period, the issuer and its subsidiaries at all levels within the scope of consolidated statements are
Whether there are violations ” 69 XXI. Audit points “22-1-1 whether the issuer disclosed the relationship with controlling shareholders and actual controlling shareholders during the reporting period
Whether there is horizontal competition between the manufacturer and other enterprises under its control ” 69 XXII. Audit points “24-1-1 whether the issuer disclosed the relationship with controlling shareholders and actual controlling shareholders during the reporting period
Related party transactions between makers ” 70. Audit points “26-1-1 whether the revenue recognition policy disclosed in the issuer’s prospectus is accurate
Accurate and targeted ” 70 XXIV. Audit points “27-1 whether there are changes or changes in accounting policies and accounting estimates during the reporting period
Error correction ” 71 XXV. Audit points “29-10-1 during the reporting period, whether the issuer provided or designated raw materials to customers for sale after production and processing; or provided raw materials to processors for sale after processing
Repurchase ” XXVI. Whether the products disclosed in each report period are comparable to those of the public
Gross profit margin of the same or similar products of the company ” 72 XXVII. Audit points “31-2-1 what is the year-on-year change in the gross profit margin of the issuer’s main products in each period of the reporting period
No “larger” seventy-three
28、 Audit key points “32-1-1 whether the issuer has share based payment during the reporting period” 73 XXIX. Audit points “34-1-1 during the reporting period, whether the issuer included the tax preference obtained in accordance with the law into the recurring profits and losses, and whether the tax preference was withdrawn and paid in advance according to the preferential tax rate during the application period for renewal of tax preference
Shape ” 30. Key points of audit “36-1-1 whether the issuer has any liabilities overdue for more than one year at the end of each reporting period
Accounts receivable ” 75 31. Audit points “36-1-3 what is the credit or financial status of the issuer’s top five accounts receivable customers
No significant deterioration ” 78 32. Audit points “36-2-1 whether the issuer’s commercial acceptance bill is in accordance with the regulations at the end of each reporting period
Provision for bad debts ” 79 33. Audit points “36-2-2 whether the issuer has been endorsed or discounted and has not arrived at the end of the reporting period
Notes receivable for the current period ” 79 34. Audit points “37-1-2 whether the issuer has a stock age of more than 1 year at the end of each reporting period
Raw materials or goods in stock ” eighty
35、 Audit points “38-1-1 whether the issuer discloses the production capacity and business volume in the prospectus
Or changes in business scale ” 81 36. Audit points “45-1-1 whether the issuer’s prospectus discloses the investment direction of the raised funds”
…… 81 37. Key points of audit “46-1-1 whether the issuer has performed any important influence during the reporting period
Bank and contract in progress ” eighty-two
Sponsor statement
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “the sponsor”) is entrusted by Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as “Ruide intelligent” or “issuer” or “company”) as the sponsor (lead underwriter) of Ruide intelligent’s initial public offering of shares and listing on the gem.
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”) The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “recommendation measures”), the standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report and other relevant laws and administrative regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), follow the principles of honesty, trustworthiness, diligence and responsibility, In strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, the issuer has conducted due diligence and prudent verification, and issued this issuance recommendation work report. The recommendation institution and the recommendation representative guarantee that the content of the recommendation work report of the issuance is true, accurate and complete.
Part I project operation process
1、 Guoyuan Securities Company Limited(000728) ‘s project review process
Guoyuan Securities Company Limited(000728) investment banking internal audit is divided into project team and business department audit, investment banking business quality control department audit, the company’s core institutions, compliance legal department and other departments to supervise the three-level business quality control system and implement the three-level audit mechanism. The three-tier system of internal audit process is as follows:
(I) Guoyuan Securities Company Limited(000728) investment bank headquarters project team and business department review
1. The project team conducts prudent due diligence on the project and the business department reviews it. The business department shall establish a project team composed of the sponsor representative and other personnel. The project team shall analyze the feasibility of the project on the basis of preliminary due diligence, prepare the project feasibility analysis report, and submit it to the quality control department of the investment bank after being reviewed and approved by the business department.
2. In the process of undertaking the project, the headquarters of the investment bank reviews the project materials through the preliminary review meeting before the project approval, regular and irregular meetings, progress report, project analysis meeting, document approval control and industry data analysis, and communicates with the business quality control department of the investment bank on major project changes.
(II) Guoyuan Securities Company Limited(000728) investment banking business quality control department review
1. The investment bank headquarters shall set up an investment bank project approval team to be responsible for the approval of investment bank projects. The members of the project initiation review team are composed of fixed members and non fixed members. The fixed members are selected and appointed by the investment bank headquarters. In addition to the fixed members, other core business personnel of the investment bank headquarters, core office and other departments are non fixed members; The project initiation review team shall have a leader, who shall be selected and appointed by the headquarters of the investment bank. The number of members participating in the project review shall not be less than 5 each time, and the number of members from the internal control department of the company’s investment banking business shall not be less than 1 / 3 of the total number of members participating in the meeting. For projects involving the responsibility of the Department (secondary business department) and myself or there may be a conflict of interest, the relevant project initiation committee members shall withdraw from voting; Internal control personnel shall not participate in the audit and voting of projects with conflicts of interest that may affect their fair performance of duties. The project is approved by more than 2 / 3 of the project initiation team members present at the meeting and approved by the leader in charge of the company.
2. The investment banking business quality control department implements the whole process dynamic quality management and control of the project through daily on-site inspection, organizing the preliminary review before the core of the investment banking project, and organizing the verification of relevant businesses, so as to timely find, stop and correct the problems in the process of project implementation.
(III) audit by the compliance legal department and audit by the core department and core team of the recommendation institution
1. The compliance legal department and the core department realize the overall management and control of the project at the company level by intervening in the main business links and controlling the key risk nodes.
2. The legal compliance department and the core Department of the sponsor shall conduct joint on-site inspection on the risk and compliance of the project. The inspectors conduct a comprehensive review of the risk and compliance of the project mainly by means of on-site interview, reviewing the relevant recommendation working papers and inspecting the business premises, and submit on-site inspection opinions to the investment banking business core team of the recommendation institution.
3. The core department is responsible for organizing the initial public offering and listing of the project. The core team shall be responsible for the verification of IPO and listing projects, and the core team shall check the relevant personnel before the core meeting. The number of core members participating in the nuclear examination shall not be less than three. The nuclear personnel can decide whether to require the project team to conduct supplementary verification according to the nuclear situation.
4. The application materials of the project shall be reviewed and voted by the investment banking business core group of the sponsor, and the core opinions shall be issued. According to the Guoyuan Securities Company Limited(000728) investment banking business core working system, the investment bank headquarters shall submit an application for core audit to the investment banking business core team.
The company’s core team is composed of more than 10 core members. The core committee mainly includes the person in charge of the company’s core; Personnel of compliance and risk management departments; The head of the investment banking business department, the quality control department or team under the investment banking business department and the core office; Sponsor representative; Professionals with relevant qualifications and experience inside and outside the company.
The main responsibilities of the core group are: to carry out export management and terminal risk control for investment banking projects, and to perform the final approval decision-making responsibility on whether to agree to sponsor the issuer’s shares, convertible bonds and other matters. In principle, the project team shall be held 3 working days before the nuclear team meeting,
