Minsheng Securities Co., Ltd. on the initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and its listing on the gem
of
Issuance and recommendation work report
Sponsor
No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
Statement
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 initial registration") 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 and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange"), are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law 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 documents issued.
catalogue
Declare that 2 catalog Section 1 operation process of the project six
2、 Description of project approval process eight
3、 Description of project implementation process nine
4、 Description of the audit process of the internal verification department of the recommendation institution fourteen
5、 Ask about the implementation of nuclear procedures fifteen
6、 Description of the audit process of the nuclear Committee Section II problems and solutions of the project nineteen
1、 Description of the review opinions and deliberations of the project approval committee nineteen
2、 Main problems and solutions found and concerned in the process of due diligence nineteen
3、 Main issues concerned by the internal verification department and the implementation of relevant opinions 22 IV. issues of concern during verification and the verification process and means adopted for key matters in due diligence
And method twenty-six
5、 The main issues discussed at the meeting of the nuclear Commission and their implementation Vi. according to the relevant provisions on profitability in the prospectus of initial public offering and listed companies
The verification required by the information disclosure guidelines (2013) No. 46 forty-six
7、 Explanation of the recommendation institution on the verification of the issuer's dividend distribution policy fifty-three
8、 Explanation of the sponsor on the verification of relevant commitments of this issuance fifty-six
9、 Explanation of the recommendation institution on the verification of professional opinions of securities service institutions 56 X. sponsor's Q & A on issuance Supervision -- private investment fund related to issuance supervision
Explanation of the verification of "answers to questions on financial records" 56 Xi. Description of the recommendation institution on the issuer's measures to fill in the immediate return and the verification of its commitment fifty-eight
12、 Explanation of the recommendation institution on the verification of the issuer's independent operation 58 section III verification description of the issuer's compliance with the audit points fifty-nine
1、 Establishment of the company fifty-nine
2、 Changes in share capital and shareholders during the reporting period sixty-four
3、 Major asset restructuring during the reporting period IV. listing / listing of the issuer in other securities markets V. equity structure of the issuer Vi. holding and participating subsidiaries of the issuer 71 VII. Controlling shareholders and actual controllers 72 VIII. Legal matters related to controlling shareholders, actual controllers, directors, supervisors and senior executives 74 IX. basic information of major shareholders 77 X. new shareholders of the issuer in the latest year 80 Xi. Equity incentive 85 XII. Employees and social security 86 XIII. Environmental protection 87 XIV. Other five safety 88 XV. Industry situation and main laws, regulations and policies 89 XVI. Quotation of third-party data 90 XVII. Comparable companies in the same industry 91 XVIII. Main customers and changes 92 XIX. Main suppliers and changes 108 XX. Composition of main assets 114 21. Violations and penalties 117 22. Horizontal competition XXIII. Occupation of guarantee funds and related parties 119120. Related parties and related transactions 120 25. Consolidation scope 122 XXVI. Important accounting policies 122 XXVII. Changes in accounting policies, accounting estimates or correction of accounting errors 126 XXVIII. Financial internal control 134. Income 135. Cost situation 140. Gross profit margin one hundred and forty-two
32、 Period fee 144. Asset impairment loss 145. Tax preference 146 35. Unprofitable enterprises 147. Accounts receivable 147. Inventory 151. Fixed assets, construction in progress and investment real estate 154. Investment real estate 158. Intangible assets, development expenditure 158. Goodwill 158 42. Monetary capital 158. Advance payment 160 44. Cash flow statement 161 45. Raising funds 161. Major contracts one hundred and sixty-two
Section I operation process of the project
1、 Internal project audit process of Minsheng securities
In accordance with the relevant requirements of the CSRC, Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "sponsor") has established a relatively complete set of internal audit procedures and strictly implemented them in the operation of the sponsor project. The audit of Minsheng securities on the project is mainly divided into two parts: project approval and the core before the formal application of the project. The specific audit process is as follows:
(I) sponsor project initiation procedure
According to the current measures for the administration of investment banking business project initiation of Minsheng Securities Co., Ltd., Minsheng securities has established an investment banking business project initiation Review Committee to review the sponsor project and decide whether to initiate the project.
The project initiation Review Committee has a certain number of members, with one convener. The members are composed of personnel from various business departments of the investment banking business division, quality control department, risk management headquarters, nuclear Committee Office and other departments. Each project initiation meeting shall be reviewed by five members, of which at least one member from the quality control department shall participate, and the total number of members from the quality control department, risk management headquarters and nuclear Committee Office shall not be less than two. With the consent of at least 4 members present at the meeting, the project initiation review committee can make a resolution to approve the project initiation.
1. Application from business department
If the project team considers that the project meets the conditions for formal project initiation application, it shall prepare the project initiation application report according to the early due diligence, and submit it to the investment bank business management and quality control department (hereinafter referred to as "business management and quality control department") with the consent of the head of the business department. The project initiation application report includes but is not limited to the following contents: basic information of the project; Overview of the company's industry and the company's position and main advantages in the industry; The company's profit model; The company's main accounting policies and financial status in the last three years; Investment direction of raised funds; Main problems and possible risks found in the preliminary investigation; Preliminary solutions to relevant problems; Preliminary judgment on the feasibility of the project.
2. Reviewed by business management and quality control department
The project team shall submit the formal project initiation application report and the formal project initiation approval form of investment banking division signed by the head of the business department to the business management and quality control department for review, and the business management and quality control department shall issue written review opinions after review. After receiving the written project approval opinions from the business management and quality control department, the project team shall timely reply to the business management and quality control department in writing.
If the business management and quality control department considers that the project meets the conditions for formal project initiation after review, it shall propose to convene a meeting of the project initiation Review Committee within 5 working days from the date of the written reply of the project team to review the formal project initiation application. The members of the project initiation Committee independently participate in the project initiation review, make basic judgments on the finance, law and growth of the project applied for project initiation, and sign the formal project initiation approval form. The project initiation review committee can make a decision on the project initiation with the consent of no less than 4 members.
If the project initiation Committee believes that there are major problems in the project that need to be investigated and verified and affect the clear judgment, it can propose to suspend the voting with the consent of more than 4 project initiation committee members.
(II) sponsor project kernel program
According to the current management measures for investment banking business core of Minsheng Securities Co., Ltd., Minsheng securities implements the following core procedures for the project:
1. Application from business department
For the recommendation project, before the business department applies for the core, the project leader, the signing recommendation representative, the head of the business department and at least two professionals other than the project designated by the head of the business department jointly form a project review team to comprehensively review the full set of core application documents and working papers, and evaluate the production quality of project materials. After the review team issues the final review report, the business department forms the Department opinions of the project. 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.
2. Reviewed by business management and quality control department
After receiving the project kernel application documents, the business management and quality control department shall conduct pre kernel verification according to the requirements of the company's system, issue the verification report and feed back to the project team in time. The project team shall 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 working draft of the project and received the written reply of the project team to the verification report, it will prepare the project quality control report, list the problems in doubt or need to be concerned about the project, submit it to the meeting of the kernel Committee for discussion, record it with the audit situation, and submit it to the kernel office for approval.
3. Audit by the office of the nuclear Committee
After receiving the project kernel application documents, the kernel office shall conduct a preliminary review of the project kernel before submitting them to the kernel Committee for consideration. If it is considered to meet the conditions for holding the meeting of the nuclear Committee after preliminary examination, the nuclear office is responsible for organizing the nuclear committee to hold the meeting of the nuclear Committee.
4. Audit by the nuclear Committee
The members of Minsheng securities core committee are composed of relevant personnel from the core office, compliance management headquarters, risk management headquarters, quality control departments of relevant business units, investment banking business units, asset management business units, research institutes and other departments, as well as external legal and financial experts.
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.
At least 7 members shall participate in the meeting of the core committee each time, of which the number of members from the internal control department shall not be less than 1 / 3 of the total number of members, and at least one compliance manager shall participate in the voting. If the meeting of the project approval committee is "approved" by at least 2 / 3 of the members participating in the meeting, it will be reviewed and approved. After the meeting of the core Committee, the project team shall make a written reply to the audit opinions of the participating core members, form the final application materials after implementing the audit opinions, and report to the CSRC after performing the company's approval procedures.
2、 Description of project approval process
(I) project initiation application time
New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as "Xinte electric" and "the issuer") has entered the site to conduct on-site due diligence since October 2019. After full investigation and research, The project team confirmed that the IPO project of Xinte electric meets the conditions of initial public offering and listing on the gem. On January 6, 2020, the project team submitted an application for formal project initiation to the business management and quality control department. (II) members of the decision-making body for project evaluation
The project initiation Review Committee is composed of Li Huihong, Yin Zejing, Hao Tongmin, Cao Qianhua and Fang Fang.
(III) project initiation and evaluation time
The project formally applied for project initiation on January 6, 2020, and held a project review meeting on January 16, 2020, during which the project initiation and evaluation time is.
3、 Description of project implementation process
(I) project executors
Sponsor representatives: Zhang Haidong, Xiao Bing
Project Co organizer: Liu Yunfei
Other members of the project team: Wang Liyu, Wu Chao, Liu Meng
(II) mobilization time
Since the official mobilization in October 2019, the project executors have conducted a comprehensive due diligence on Xinte electric in strict accordance with the provisions and requirements of the guidelines for due diligence of sponsors (Zheng Jian FA FA Zi [2006] No. 15) and other relevant regulations, and the investigation has lasted until now.
(III) main working process of due diligence
The recommendation institution shall conduct the due diligence on the issuer in accordance with the requirements of the guidelines for the due diligence of sponsors issued by the CSRC
