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 and recommendation work report
Sponsor (lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
September, 2001
Statement
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “the company”, “the sponsor” and ” Guotai Junan Securities Co.Ltd(601211) “) accepted the entrustment of Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as “the issuer”, “the company” or “Jindao technology”) to act as the sponsor of its initial public offering of A-Shares and listing on the growth enterprise board (hereinafter referred to as “the project”), and hereby submitted to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) The China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issues the issuance recommendation work report of the project as an auxiliary document of the issuance recommendation letter.
Guotai Junan Securities Co.Ltd(601211) securities and its designated sponsor representatives in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Relevant laws, regulations and rules such as 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 “recommendation management measures”) of the CSRC, in strict accordance with the business rules formulated in accordance with the law, in accordance with the principles of honesty, trustworthiness and diligence The industry code of practice and code of ethics shall issue the recommendation work report of this issuance, and ensure the authenticity, accuracy and integrity of the contents of the documents issued.
(unless otherwise specified in this offering recommendation work report, the relevant terms have the same meaning as the prospectus of Zhejiang Jindao Technology Co., Ltd. for initial public offering and listing on GEM) The same meaning in. There are differences in the mantissa between the sum of part of the total and each addend directly added in this issuance recommendation work report, or there are differences in the mantissa between some proportion indicators and the results of direct calculation of relevant values. These differences are caused by rounding.)
catalogue
catalogue Section 1 project operation process four
1、 Project review process of the sponsor four
(I) project approval four
(II) kernel five
2、 The main process of the project approval of this securities issuance project six
(I) initial project establishment six
(II) underwriting project initiation six
3、 Main implementation process of the project seven
(I) personnel composition of the project team seven
(II) mobilization time of project team seven
(III) main process of due diligence investigation seven
(IV) main work contents of sponsor representatives participating in due diligence ten
(V) specific work and main role of project team members eleven
4、 The main process of the internal verification department reviewing the securities issuance project eleven
(I) audit by the nuclear Committee eleven
(II) composition of the core Committee twelve
(III) core opinions twelve
Section II problems and solutions of the project thirteen
1、 Opinions and deliberations of members of the decision-making body for project initiation and evaluation of the project thirteen
2、 Main problems and solutions found in due diligence investigation thirteen
(I) the ownership certificate of some buildings has not been obtained yet thirteen
(II) the issue of shareholders signing the gambling agreement fifteen
(III) verification of the issuer’s private equity fund shareholders twenty
3、 Main issues and implementation of underwriting project initiation twenty-one
(I) the problem of the actual controller charging the supplier’s loan interest twenty-one
(II) the high concentration of the issuer’s customers twenty-two
(III) competitor issues twenty-six
(IV) historical evolution thirty-one
(V) relationship between Zhou dinggu, Dai Yu and the issuer 33 IV. main issues, opinions and implementation raised at the meeting of the nuclear Commission thirty-five
(I) notes receivable thirty-five
(II) problems of raised investment projects thirty-six
(III) gross profit margin 37 v. verification of professional opinions of securities service institutions forty
(I) professional opinions issued by securities service institutions forty
(II) verification of professional opinions issued by the recommendation institution to the securities service institution 42 VI. verification opinions on the paid employment of third-party institutions and individuals in this offering forty-two
(I) verification of relevant behaviors such as the recommender’s paid employment of a third party 43 (II) the issuer directly or indirectly employs other third parties with compensation, in addition to the intermediary institutions required by law
Party’s behavior forty-three
Section I project operation process
1、 Project review process of sponsor
In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of sponsorship 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) 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.
(II) 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 shall be valid for 6 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. Implement the core review opinions: the core risk control department summarizes the opinions of the core members and tracks the implementation, reply and supplement of the project team;
6. Voting: according to the deliberation and discussion of the kernel meeting, the quality control process of the quality control department of the investment bank and the reply and implementation of the project team to the kernel deliberation opinions, the kernel members shall vote independently. 2、 The main process of project approval of this securities issuance project
(I) initial project establishment
On June 11, 2020, the sponsor Jindao technology made an initial public offering of shares and was listed on the gem. The project team submitted the project initiation report and other initial initiation application documents to the project initiation Review Committee and put forward the initial initiation application.
On June 15, 2020, the project review committee of the sponsor held a meeting to consider the initial project application of Jindao technology’s initial public offering and listing on the gem. The meeting heard the introduction of the project team on the basic information of the issuer and the project. The members and non voting participants put forward relevant questions about the issuer and the project, and the project team answered them one by one.
After the project review, all 8 members participating in the meeting agreed to the project, and the initial project review was passed.
(II) underwriting project
On November 18, 2020, the project team of Jindao technology, a sponsor, made an initial public offering of shares and listed on the gem, submitted relevant documents to the project approval committee and put forward an application for project approval of sponsor underwriting.
On November 23, 2020, after the project team put forward the application for sponsor underwriting, the project review committee held a meeting to consider the above application for sponsor underwriting.
The sponsor underwriting project initiation meeting adopts the methods of on-site and teleconference. All the five members attending the meeting agreed to the project, and the sponsor underwriting project review was passed. 3、 Main process of project implementation
(I) personnel composition of the project team
The securities issuance project consists of two sponsor representatives, one project co organizer and four other members to form a project team, which is specifically responsible for the implementation of the project.
Sponsor representatives: Wang Sheng and Xue Bo
Project Co organizer Shi Jiahao
Project team members Yang chentao, Wang Shizhe and Zhou Litao
(II) mobilization time of project team
The mobilization time of the project team is from April 2020 to September 2021.
(III) main process of due diligence investigation
In this recommendation work, Guotai Junan Securities Co.Ltd(601211) according to the requirements of relevant laws and regulations, such as the administrative measures for recommendation, the guidelines for the due diligence of sponsors, the guidelines for the working papers of securities issuance and listing recommendation business, and the guidelines for the review of the due diligence procedures of recommendation projects, Guotai Junan Securities Co.Ltd(601211) has conducted prudent and independent due diligence on the issuer. The project team officially conducted remote and on-site work and due diligence on the project in April 2020. The due diligence of the project team on the issuer mainly goes through the following processes:
1. List of due diligence documents issued
The sponsor representative of the project takes the lead in organizing and coordinating according to the measures for the administration of sponsor business, guidelines for the due diligence of sponsors and securities issuance
