Guotai Junan Securities Co.Ltd(601211)
about
Zhejiang Jindao Technology Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
December, 2001
Guotai Junan Securities Co.Ltd(601211)
About Zhejiang Jindao Technology Co., Ltd
Shenzhen Stock Exchange:
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "the sponsor" or " Guotai Junan Securities Co.Ltd(601211) ") is entrusted by Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "Jindao technology") to act as the sponsor of Jindao technology's initial public offering of shares and listing on the gem (hereinafter referred to as "the project").
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 the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "Registration Measures") and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation business") Laws and regulations such as the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "rules for the examination and approval of issuance and listing") and the opinions of the CSRC on further promoting the reform of the new share issuance system, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and Shenzhen Stock Exchange, Guotai Junan Securities Co.Ltd(601211) and the recommendation representative of this securities issuance and listing are honest and trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with business rules, industry practice norms and ethical standards, and ensure the authenticity, accuracy and integrity of this issuance recommendation letter.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Zhejiang Jindao Technology Co., Ltd. for initial public offering and listing on GEM.
catalogue
catalogue Section 1 basic information of this securities issuance 3 I. name of recommendation institution 3 II. Basic information of the sponsor representative designated by the sponsor 3. Basic information of the sponsors and other members of the project team designated by the sponsor for this offering 4. The issuer's securities issuance type of this recommendation 4 v. basic information of the issuer 4 VI. examination of the relationship between the recommendation institution and the issuer 4 VII. Internal audit procedures and core opinions 5 VIII. Description and review opinions on the employment of a third party in investment banking business Section 2 commitments of the sponsor 9 I. General commitment of the recommendation institution to the recommendation of this issuance 9 II. The sponsor's commitment to the sponsor of this offering item by item 9 Section III recommendation on this securities issuance 10 I. recommendation conclusion of the sponsor on this offering 10 II. The decision-making procedures performed in this offering are compliant 10 III. The issuer meets the issuance conditions stipulated in the securities law IV. The issuer meets the issuance conditions specified in the registration measures 12 v. audit conclusion on the filing of shareholders of the issuer's private investment fund Vi. audit conclusion on the operating conditions of the issuer after the audit deadline of the financial report 15 VII. Main risks 15 VIII. Evaluation of the development prospect of the issuer twenty-four
Section 1 basic information of this securities issuance
1、 Name of sponsor
The name of the sponsor is Guotai Junan Securities Co.Ltd(601211) . 2、 Basic information of the recommendation representative designated by the recommendation institution
The recommendation institution appoints Wang Sheng and Xue Bo as the recommendation representatives of Jindao technology's initial public offering of shares and listing on the gem.
Wang Sheng: sponsor representative, postgraduate, executive director of Guotai Junan Securities Co.Ltd(601211) investment banking department. Projects presided over or participated in since working in investment banking include: Sineng Electric Co.Ltd(300827) IPO, Jiangsu Nanfang Bearing Co.Ltd(002553) IPO, Taier heavy industry IPO, Yanghe distillery IPO, Taier heavy industry refinancing project, Jiangsu Fasten Company Limited(000890) financial consulting project, and participated in many other restructuring counseling and financial consulting projects.
Xue Bo: sponsor representative, doctoral candidate, managing director of Guotai Junan Securities Co.Ltd(601211) investment banking department. Projects presided over or participated in since working as an investment bank include: Aoyang technology IPO, non-public offering and major asset restructuring, Aoyang Shunchang non-public offering and convertible bonds, Sichuan Haite High-Tech Co.Ltd(002023) non-public offering, Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) allotment, Hand Enterprise Solutions Co.Ltd(300170) IPO, Lugang technology major asset restructuring, Jones Tech Plc(300684) non-public offering, Leader Harmonious Drive Systems Co.Ltd(688017) IPO, Suzhou Weizhixiang Food Co.Ltd(605089) IPO, etc, He has participated in many other restructuring counseling and financial consulting projects. 3、 Basic information of the sponsors and other members of the project team appointed by the sponsor Guotai Junan Securities Co.Ltd(601211) appointed Shi Jiahao as the Project Co sponsors of Jindao technology for this offering, and Yang chentao, Wang Shizhe and Zhou Litao as the project managers of Jindao technology for this offering.
Project Co organizer: Shi Jiahao, postgraduate, senior manager of Guotai Junan Securities Co.Ltd(601211) investment banking department. He has presided over or participated in projects such as Leader Harmonious Drive Systems Co.Ltd(688017) IPO, Suzhou Weizhixiang Food Co.Ltd(605089) IPO since he worked in investment banking, and has participated in many other restructuring counseling and financial consulting projects.
4、 The issuer's securities issuance type of this recommendation
Initial public offering of RMB common shares (A shares) and listing on GEM.
5、 Basic information of the issuer
Zhejiang Jindao Technology Co., Ltd
English Name: zhejiangjindaotechnology Co, Ltd.
The registered capital is 75 million yuan
Legal representative: Jin Yanrong
Date of establishment of the company: August 28, 2003
Date of establishment of the joint stock company: August 21, 2018
Registered address: No. 689 Bujin Road, Keqiao District, Shaoxing City, Zhejiang Province
Main production and operation address: No. 22, Zhongxing Avenue, Yuecheng District, Shaoxing City, Zhejiang Province
Postal Code: 312000
Tel.: 057588009518
Fax: 057588009520
Internet website: www.sxjindao.com com.
E-mail [email protected].
The Department responsible for information disclosure and investor securities relations
Department head Tang Wei will
Tel.: 057588262235
6、 Examination of the relationship between the recommendation institution and the issuer
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties in the issuer or its major shareholders and important related parties
As of the issuance date of this issuance recommendation letter, there is no situation that Guotai Junan Securities Co.Ltd(601211) or its controlling shareholders, actual controllers and important related parties hold or hold the shares of the issuer, its controlling shareholders and important related parties through participating in the strategic placement of this issuance.
(II) shares held by the issuer or its major shareholders and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
As of the issuance date of this issuance recommendation letter, the issuer or its major shareholders and important related parties do not hold the shares of Guotai Junan Securities Co.Ltd(601211) or the controlling shareholders, actual controllers and important related parties of Guotai Junan Securities Co.Ltd(601211) .
(III) the recommendation representatives and their spouses assigned by the recommendation institution to participate in the recommendation work of this issuance, and the rights and interests of the issuer and their positions in the issuer owned by the directors, supervisors and senior managers of the recommendation institution
As of the issuance date of this offering recommendation letter, Guotai Junan Securities Co.Ltd(601211) appointed the recommendation representative and his spouse to participate in the offering recommendation work, and Guotai Junan Securities Co.Ltd(601211) 's directors, supervisors and senior managers do not have the rights and interests of the issuer or hold positions in the issuer.
(IV) guarantee or financing provided by the controlling shareholders, actual controllers, important related parties of the recommendation institution and the main shareholders and important related parties of the issuer
As of the issuance date of this issuance recommendation letter, Guotai Junan Securities Co.Ltd(601211) 's controlling shareholder, actual controller, important related parties and the issuer's major shareholders and important related parties have not provided mutual guarantee or financing.
(V) other related relationships between the recommendation institution and the issuer
As of the issuance date of this issuance recommendation letter, there is no other related relationship between Guotai Junan Securities Co.Ltd(601211) and the issuer that affects Guotai Junan Securities Co.Ltd(601211) fair performance of recommendation duties. 7、 Internal audit procedures and comments
In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of securities issuance and listing recommendation business and the requirements of the guidelines on internal control of investment banking business of securities companies, Guotai Junan Securities Co.Ltd(601211) formulated and improved the measures for the administration of internal control of investment banking business, the measures for the administration of project approval and review of investment banking business, and the measures for the administration of core investment banking business The due diligence, internal control and internal verification systems of securities issuance and listing, such as the measures for the administration of due diligence of investment banking business and the measures for the administration of investment banking business projects, have established and improved the internal audit system of project initiation, due diligence and core, and carry out project audit in accordance with the specified process.
(I) internal audit procedure
1. Project approval
Guotai Junan Securities Co.Ltd(601211) Securities Investment Banking Division has set up a project initiation Review Committee to review the securities issuance recommendation projects through the project initiation review meeting.
The project initiation committee is composed of auditors from the quality control department of the investment bank, senior business backbones from the business department and the capital market department, and the head of the investment bank business department is the director of the project initiation Review Committee.
According to the different risk characteristics of various businesses and the overall scale of investment banking business, all project members are divided into several groups, focusing on the project review of equity business, creditor's rights business and non listed public company business respectively. Each project initiation team shall be composed of at least 5 members, including no less than one-third from the internal control department of the investment bank.
The results of the project review meeting are divided into project approval, project suspension and project rejection. The resolution adopted for project initiation shall be voted by at least two-thirds of the project initiation members.
According to the project type, stage and sponsor risk degree, the number of project initiation required for each project is also different. IPO projects and listing projects are divided into two projects; According to the complexity of the project, the quality control department of the investment bank shall decide whether to set up the project twice; Other types of projects are one-time project initiation.
The project initiation review meeting shall be conducted according to the following procedures:
The project review meeting shall be presided over by the chief reviewer, and the personnel of the quality control department of the same group shall participate in the meeting.
First, the project team introduces the basic situation of the project and the main problems, risks and solutions found in the due diligence, and introduces in detail the due diligence process, the due diligence methods adopted, the working papers obtained, the demonstration process of the solutions, etc;
Secondly, the chief auditor of the quality control department of the investment bank shall report the review opinions of the quality control department of the investment bank to the meeting;
Thirdly, according to the project application materials, the introduction of the project team and the report of the chief reviewer, the project initiation members participating in the meeting express their review opinions one by one;
Then, the members participating in the meeting and the personnel of the quality control department of the investment bank will discuss and ask questions;
Finally, the project team will give an oral reply to the review opinions and questions of the members and the quality control department of the investment bank; And then submit a written reply after the meeting. Members shall vote according to the discussion of the project initiation meeting and the reply of the project team.
No formal business contract shall be signed with the issuer for projects that have not been approved; Projects that need to be approved by underwriting shall not apply for core review without passing the approval of underwriting.
2. Kernel
Guotai Junan Securities Co.Ltd(601211) established the core Committee as the non established core organization of investment banking business and the core risk control department as the permanent core organization of investment banking business to perform the responsibility of core deliberation and decision-making of investment banking business, conduct independent research and judgment on the risk of investment banking business and express opinions.
The core risk control department carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the audit decision-making responsibilities of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties through the core meeting, makes independent research and judgment on the risks of investment banking business and gives opinions, and decides whether to submit, submit and issue the application documents for securities issuance and listing to the securities regulatory authority.
According to Guotai Junan Securities Co.Ltd(601211) "measures for the management of investment banking business core", the company's core committee is composed of senior personnel from the core risk control department, investment bank quality control department, legal compliance department and other departments, as well as external experts (mainly for equity projects). The number of kernel members participating in the deliberation of the kernel meeting shall not be less than 7. The kernel members shall exercise their voting rights independently, and the resolution approving the submission, submission, issuance or disclosure of materials and documents shall be voted by at least 2 / 3 of the kernel members participating in the meeting. In addition, the voting results of the core meeting are valid for six months.
Guotai Junan Securities Co.Ltd(601211) kernel program is as follows:
1. Core application: the project team applies for the project core through the company's core system, and submits relevant application materials and verification documents reviewed by the quality control department of the investment bank at the same time;
2. Submit quality control report: the chief auditor of the quality control department of the investment bank submits the quality control report;
3. Kernel acceptance: the kernel risk control department shall assign a special person to conduct the preliminary review of the kernel application materials. If the acceptance conditions are met, arrange the kernel meeting and kernel committee members;
4. Hold a core meeting: on the basis of careful study and judgment of project documents and materials, and in combination with the project quality control report, all core members focus on whether the review project and information disclosure content meet the relevant requirements of laws and regulations, normative documents and self-discipline rules, and independently express audit opinions;
5. Implementation of core review opinions: core risk control
