Minsheng Securities Co., Ltd
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Initial public offering and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
Statement
The recommendation institution and the 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 the registration of initial public offerings on the gem (Trial) (hereinafter referred to as the “measures for the administration of initial registration”), the measures for the administration of securities issuance and listing recommendation business and other relevant laws In accordance with the administrative regulations and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), we 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、 Introduction to the sponsor, sponsor representative and project team members
(I) name of recommendation institution
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “the sponsor”)
(II) information of the recommendation representative designated by the recommendation institution
1. Name of sponsor representative
Zhang Haidong, Xiao Bing
2. Practice of recommendation business of recommendation representative
Mr. Zhang Haidong’s practice of recommendation business is mainly as follows:
Zhang Haidong, the representative of the sponsor, is the representative of the sponsor, who has presidepresidepresidepresidepresided over or participated in the sponsor of the Shanghai Sinyang Semiconductor Materials Co.Ltd(300236) ( Sunvim Group Co.Ltd(002083) ) public offering of shares and other projects in 2008, Rich experience in investment banking.
Mr. Xiao Bing’s practice of recommendation business is mainly as follows:
Mr. Xiao Bing, the sponsor representative, is Mr. Xiao Bing. Mr. Xiao Bing, the sponsor representative, and the sponsor representative. Mr. Xiao Bing, the sponsor representative, who has presidepresidepresidepresidepresideover or participated in the Sunvim Group Co.Ltd(002083) ( Zhejiang Dayuan Pumps Industry Co.Ltd(603757) ) initial public offering of shares Xiangli shares ( Xinjiang Korla Pear Co.Ltd(600506) ) has rich experience in investment banking.
(III) the project sponsor and other members
Liu Yunfei is the co organizer of this securities issuance project, and his practice of recommendation business is as follows:
Liu Yunfei, female, master of law, senior vice president of Minsheng securities, sponsor representative, legal professional qualification and intermediate accountant title, has presided over or participated in the share reform, recommended listing and directional issuance projects of China Mining Longke, Yuangong international, Bode petroleum, Boshuo optoelectronics, Sanyou optoelectronics, lianfei and other companies, as well as the share restructuring and IPO initial public offering projects of Zhongcheng, Huaxia Tianxin and other companies.
Other project team members include Wang Liyu, Wu Chao and Liu Meng. 2、 Basic information of the issuer
Name of issuer New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as “issuer”, “company” or “Xinte electric”)
The registered capital is 18570737 yuan
Registered address: a801, 8th floor, building 2, courtyard 1, lizezhong 1st Road, Chaoyang District, Beijing
Legal representative: Tan Yong
The company was established on June 26, 2001
Incorporated on May 20, 2010
Processing and manufacturing transformers, reactors, combined transformers, special transformers and various accessories, components and parts; Repair reactors, switch control equipment and transformers; Sales of mechanical equipment, hardware and electrical appliances, household appliances, computers, software and auxiliary equipment, electronic products; Import and export of goods; Technology import and export; Technology development; Business scope of technical services; Computer technology training; Computer graphic design; Corporate image planning; Conference services; Economic and trade consultation. (no business shall be conducted without special approval) (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Type of securities issuance: RMB ordinary shares (A shares)
The total number of shares issued this time is 61.92 million, accounting for 25.01% of the total share capital of the company after issuance
To be listed on the gem of Shenzhen Stock Exchange
3、 Interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
After self inspection, Minsheng securities confirmed that there are no following circumstances between the issuer and the recommendation institution:
1. The sponsor and its controlling shareholders, actual controllers and important related parties hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
2. The issuer and its controlling shareholders, actual controllers and important related parties hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The recommendation representative of the recommendation institution and their spouses, directors, supervisors and senior managers have the rights and interests of the issuer or hold positions in the issuer;
4. The controlling shareholder, actual controller and important related party of the sponsor provide guarantee or financing to each other with the controlling shareholder, actual controller and important related party of the issuer;
5. Other related relationships between the sponsor and the issuer.
4、 Internal audit procedures and core opinions of the sponsor
(I) description of internal audit procedure
The first stage: the project approval and review stage of the sponsor project
The investment banking business project approval committee of the recommendation institution and the business management and quality control department of the investment banking business division (hereinafter referred to as “investment industry management and quality control department”) are responsible for the approval and management of the recommendation projects, and the registration, review and approval of the projects to be undertaken by each business department after due diligence and risk assessment.
The investment management and quality control department shall first review the formal project approval application materials, form written project approval opinions and distribute them to the project team; After the project team makes a written reply to the project approval opinions, the investment industry 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 financial, legal, business technology and growth of the project through the prior evaluation of the sponsor project, so as to ensure the overall quality of the project and control the project risk.
Phase II: project management and quality control
During the implementation of the sponsor project, the investment management and quality control department shall timely participate in the progress of the project, so as to manage and control the project and further ensure and improve the project quality.
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 sponsor projects, the business management and quality control department shall conduct on-site verification in accordance with the requirements of the company’s system after receiving the project core application documents and before submitting them to the office of the core Committee (hereinafter referred to as the “core office”) for review. All sponsor projects for initial public offering shall be subject to on-site verification, and a certain proportion of refinancing sponsor projects shall be selected for on-site verification. For on-site inspection items, the business management and quality control department shall timely feed back the on-site inspection report to the project team, and the project team must make a written reply to the on-site inspection report; For the items that have not been checked on site, the business management and quality control department shall issue written audit opinions, and the project team must reply to the audit opinions 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 reply of the project team to the on-site verification report or written audit opinions, 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 situation 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 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 June 17, 2020, the sponsor held a core meeting to review the projects of Xinte Electric’s initial public offering and listing on the gem. The number of kernel members who should attend the kernel meeting is 7, and the actual number of participants is 7, reaching the specified number.
After deliberation, Minsheng Securities believes that New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. meets the conditions for initial public offering and listing on the gem, its application documents for securities issuance are true, accurate and complete, in line with the provisions of the company law and the securities law, and there are no major legal or policy obstacles. After voting, the nuclear committee members voted with 7 affirmative votes and agreed to sponsor Xinte Electric’s initial public offering and listing on the gem.
Section 2 commitments of the recommendation institution
Through due diligence and careful verification of the application documents, the recommendation institution makes the following commitments:
1、 The recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly;
2、 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;
3、 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;
4、 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;
5、 There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by other securities service institutions;
6、 The sponsor representative and other members of the project team have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
7、 There are no false records, misleading statements or major omissions in other documents related to the issuance of the recommendation letter and the performance of the recommendation duties;
8、 The professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
9、 Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business;
10、 If the documents prepared and issued for the issuer’s initial public offering contain false records, misleading statements or major omissions, which cause losses to investors, they will compensate investors for the losses in advance according to law;
11、 Other matters prescribed by the CSRC and Shenzhen Stock Exchange.
Section III recommendation on this securities issuance
1、 Decision making procedures of the Issuer on this securities issuance
(I) the ninth meeting of the third board of directors of the issuer considered and adopted the proposal related to the issuance
On April 10, 2020, the issuer held the ninth meeting of the third board of directors. The meeting deliberated and adopted proposals on the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem, on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s initial public offering of RMB common shares (A shares) and listing on the gem, and on the distribution plan of accumulated profits before the company’s initial public offering, And decided to submit the above proposal to the 2019 annual general meeting of shareholders held on April 30, 2020 for deliberation. On April 10, 2020, the board of directors of the issuer issued a notice of convening the 2019 annual general meeting of shareholders to all shareholders of the issuer.
(II) the issuer’s 2019 annual general meeting on matters related to this issuance and listing
