Minsheng Securities Co., Ltd
about
Jiangsu Hongde special parts Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
Statement of recommendation institution and recommendation representative
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 of gem (for Trial Implementation) (hereinafter referred to as the measures for the registration of GEM) The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the measures for the administration of recommendation) and other relevant laws, administrative regulations and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), are honest, trustworthy, diligent and responsible, issue this 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.
Section 1 basic information of this securities issuance
1、 The sponsor representative specifically responsible for the recommendation of this securities issuance
Minsheng securities designated song bin and Peng Liming as the sponsor representatives of the IPO and listing of Hongde shares.
The practice of the above two sponsor representatives is as follows:
Mr. Song bin, sponsor representative, senior accountant, graduate degree in industrial economics and master of economics from Zhongnan University of economics and law, senior master of business administration from Fudan University and Taiwan University. He has successively been responsible for or participated in Shanghai Zhangjiang Hi-Tech Park Development Co.Ltd(600895) (main board) corporate bonds, Qinghai xiaoxiniu biological Dairy Co., Ltd. (small and medium-sized board) initial public offering, Nanjing Hanrui Cobalt Co.Ltd(300618) (GEM) initial public offering, Shandong Demian Co., Ltd. (small and medium-sized board) non-public offering, Qinghai gelatin Co., Ltd. (small and medium-sized board) non-public offering, Tongding Interconnection Information Co.Ltd(002491) (small and medium-sized board) issuing shares to acquire assets Oke Precision Cutting Tools Co.Ltd(688308) (Kechuang board) IPO and other projects, with rich experience in investment banking.
Mr. Peng liming, sponsor representative, Chinese certified public accountant (CPA), graduate degree in accounting from Shanghai University of Finance and economics, master of management. He has participated in Lanzhou minbai (Group) Co., Ltd. (main board) issuing shares to purchase assets, Henan Tong-Da Cable Co.Ltd(002560) (small and medium-sized board) non-public offering of shares, Xinjiang Communications Construction Group Co.Ltd(002941) (small and medium-sized board) initial public offering of shares, Oke Precision Cutting Tools Co.Ltd(688308) (Science and innovation board) initial public offering of shares and other projects, and has rich experience in investment banking business. 2、 Co sponsors of this securities issuance project and other members of the project team (I) Co sponsors of this securities issuance project
Ma Weili is the co sponsor of this securities issuance project, and the implementation of its recommendation business is as follows:
Mr. Ma Weili, sponsor representative, Chartered Financial Analyst (CFA), holds a master's degree in economics and a postgraduate degree in finance from Zhongnan University of economics and law. He has participated in the IPO project of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (GEM) and the listing guidance of Guoneng Rixin Technology Co., Ltd., Jiangsu Jinshiyuan latex products Co., Ltd. and has rich experience in investment banking. (II) other members of the securities issuance project team
Other members of the securities issuance project team include Bi Xiaodong, Chen Zihao and Zhou Yupeng. 3、 Types of securities issued by the sponsor this time
Initial public offering of RMB common shares (A shares). 4、 Basic information of the issuer
Registered Chinese Name: Jiangsu Hongde special parts Co., Ltd
Registered English Name: Jiangsu Hongde special parts Co., Ltd
The registered capital is 61.2 million yuan
Legal representative: Yang Jinde
Date of establishment of the company: December 5, 2002
Incorporated date: June 19, 2017
Company domicile: Group 4, Qiqiao village, Xingren Town, Tongzhou District, Nantong City
Postal code 226352
Tel: 051380 Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
Fax 051380 Xining Special Steel Co.Ltd(600117)
Internet address http://www.nt-casting.com.
Email clx@ Sian casting com.
Department responsible for information disclosure and investor relations Securities Department
Department head Chen Lixin
Tel: 051380 Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
5、 Description of the relationship between the sponsor and the issuer
After self inspection, Minsheng securities confirmed that there are no following circumstances between the issuer and the recommendation institution:
(I) the shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(II) the shares held by the sponsor or its controlling shareholders, actual controllers and important related parties by the issuer or its controlling shareholders, actual controllers and important related parties;
(III) the sponsor's representative and his / her spouse, directors, supervisors and senior managers, holding shares of the issuer or its controlling shareholders, actual controllers and important related parties, as well as their positions in the issuer or its controlling shareholders, actual controllers and important related parties;
(IV) the 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;
(V) there are other related relationships between the recommendation institution and the issuer that affect the recommendation institution's fair performance of recommendation duties. 6、 Internal audit procedures and core opinions of the recommendation institution
At present, after recommending the project to the CSRC, the sponsor has carried out quality management and risk control on the project through internal verification procedures such as project approval, quality control audit and audit of core departments, and fulfilled the responsibility of prudent verification. (I) description of internal audit procedure
1. The first stage: the project approval and review stage of the sponsor project
The investment banking business project initiation Review Committee of the sponsor and the business management and quality control department of the investment banking business division (hereinafter referred to as "business management and quality control department") are responsible for the initiation review and management of the sponsor projects, and the initiation registration, review and approval of the projects to be undertaken by each business department after due diligence and risk assessment.
The business management and quality control department shall first review the formal project initiation application materials of the project, form a written project initiation review opinion and distribute it to the project team; After the project team makes a written reply to the project approval opinions, the business management and quality control department shall request to convene a meeting of the project approval committee to review the formal project approval application. The project approval committee makes a basic judgment on the projects applying for project approval through the prior evaluation of the sponsor projects, so as to ensure the overall quality of the project and control the project risks.
2. The second stage: the management and quality control stage of the sponsor project
During the implementation of the sponsor project, the business management and quality control department shall dynamically track and manage the implementation of the project through the whole process and all links, so as to manage and control the project and further ensure and improve the project quality. 3. Phase III: the kernel phase of the project
According to the core review requirements of the CSRC on the recommendation and underwriting business, the recommendation institution shall conduct internal audit on the recommendation project before formal application, so as to strengthen the quality management and risk control of the project. Before applying for the core, the business department must form a project review team jointly by the project leader, the signing and recommendation representative, the business department leader and at least two professionals other than the project designated by the business department leader to comprehensively review the full set of core application documents and working papers and evaluate the production quality of project materials.
After passing the review, the business department shall submit the full set of application documents and working papers to the business management and quality control department for review. For the recommended project, after receiving the project approval application document, the business management and quality control department shall conduct pre approval verification according to the requirements of the company's system, issue the verification report and feed it back to the project team in time, and the project team must reply to the verification report in writing. The business management and quality control department shall review the due diligence working paper and issue clear acceptance opinions; Before the approval of the sponsor project, all the examination procedures shall be performed. The business management and quality control department shall be responsible for organizing and implementing the examination of the project, and form a written or electronic document record, which shall be confirmed by the examiner and the examiner.
After the business management and quality control department has passed the acceptance of the due diligence work draft of the project and received the written reply of the project team to the verification report, it shall prepare the project quality control report, list the problems in doubt or need to be concerned about the project, submit it to the kernel meeting for discussion, and submit it to the kernel office for approval together with the audit record.
After receiving the project kernel application documents, the kernel office shall be responsible for organizing the kernel committee members to hold the kernel meeting if it considers that it meets the conditions for holding the kernel meeting after preliminary examination. In accordance with the relevant provisions of the China Securities Regulatory Commission and other regulatory authorities, on the basis of careful study and judgment of the project documents and materials, and in combination with the project quality control report, the core members focus on whether the project meets the relevant requirements of laws and regulations, normative documents and self-discipline rules, whether the due diligence is diligent and whether the application conditions are met.
The issuance and application materials of all sponsored projects of Minsheng securities can be reported to the CSRC and Shenzhen Stock Exchange only after the core of Minsheng securities has been reviewed and approved and the company's approval procedures have been fulfilled.
(II) comments on the core
On November 6, 2020, the sponsor held a meeting of the core committee to review the IPO and listing project of Hongde shares. The number of kernel members who should attend the kernel committee meeting is 7, and the actual number of participants is 7, reaching the specified number.
After deliberation, the core committee members considered that Hongde shares met the conditions for IPO and listing, its securities issuance application documents were true, accurate and complete, in line with the provisions of the company law and the securities law, and there were no major legal and policy obstacles. They agreed to recommend Hongde shares for IPO and listing. After voting, the members of the core committee agreed with 7 votes, and the voting result was in line with the principle of 2 / 3 majority vote at the core meeting of the company. They voted and agreed to sponsor Jiangsu Hongde special parts Co., Ltd. for IPO and listing.
Section 2 commitments of the recommendation institution
1、 Minsheng securities has conducted due diligence and prudent verification on Hongde shares in accordance with laws, administrative regulations and the provisions of the CSRC, agreed to recommend Hongde shares for initial public offering and listing, and issued this issuance recommendation accordingly.
2、 Through due diligence and careful verification of the application documents, Minsheng securities made the following commitments:
(I) 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;
(II) 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;
(III) 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;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) 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;
(VI) guarantee that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
(VII) 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;
(VIII) voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business;
(IX) other matters stipulated by the CSRC.
3、 Minsheng securities, in accordance with the requirements of the opinions on further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14) and the notice on doing a good job in the special inspection of 2012 annual financial report of initial public offering companies (issuance supervision letter [2012] No. 551), strictly abides by the current practice standards and information disclosure norms, and is diligent and responsible Prudent practice, conduct comprehensive self-examination on the authenticity, accuracy and integrity of the issuer's financial and accounting information during the reporting period, conduct special verification on 12 key matters that may cause whitewash performance or financial fraud, take practical and effective means to verify whether there are major abnormalities in the main financial indicators, and visit relevant government departments, banks, important customers and suppliers with necessary independence.
Minsheng securities made the following special instructions on the implementation of the above special financial verification:
(I) confirm that the issuer has established and improved the internal control system of financial report through the self inspection of internal financial control, and reasonably ensure the reliability of financial report, the legitimacy of production and operation, and the efficiency and effect of operation; (II) confirm that the issuer's financial information disclosure truly, accurately and completely reflects the operation of the company through the self-examination of financial information disclosure;
(III) through the self-examination of profit growth and abnormal transactions, it is confirmed that the issuer's profits during the reporting period are true and there are no abnormal transactions and profit manipulation;
(IV) through the identification of related parties and the self-examination of their transactions, it is confirmed that the issuer and all intermediaries conduct related party transactions in strict accordance with the accounting standards for business enterprises, the measures for the administration of information disclosure of listed companies and the relevant business rules issued by the stock exchange
