Zhongtai Securities Co.Ltd(600918)
about
Suzhou ousheng Electric Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor (lead underwriter)
(No. 86, Jingqi Road, Shizhong District, Jinan City, Shandong Province)
March, 2002
About Suzhou ousheng Electric Co., Ltd
Shenzhen Stock Exchange:
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) accepted the entrustment of Suzhou ousheng Electric Co., Ltd. (hereinafter referred to as “ousheng electric”, “issuer” or “company”), acted as the sponsor of ousheng Electric’s initial public offering of shares and listing on the gem (hereinafter referred to as “this securities offering” or “this offering”), and issued the issuance recommendation letter for this offering.
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 “measures for the administration of registration”) and the measures for the administration of securities issuance and listing recommendation business Standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, Shenzhen Stock Exchange gem stock issuance and listing review rules and other relevant laws and regulations, as well as the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), Zhongtai Securities Co.Ltd(600918) and the designated recommendation representatives are honest and trustworthy, diligent and responsible, issue the 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.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Suzhou ousheng Electric Co., Ltd. for initial public offering and listing on GEM)
catalogue
catalogue Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation three
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties five
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section 2 commitments of the sponsor Section III recommendation opinions of the recommendation institution on this securities issuance eleven
1、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities eleven
2、 The decision-making procedures for the performance of this securities issuance eleven
3、 Description of the issuer’s compliance with the positioning of the gem twelve
4、 This securities issuance meets the issuance conditions stipulated in relevant laws and regulations twelve
5、 Verification conclusion of the issuer’s operating conditions after the audit deadline fifteen
6、 Main risks of the issuer fifteen
7、 Market prospect analysis of the issuer nineteen
8、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals twenty-one
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Zhongtai Securities Co.Ltd(600918) 。
2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business
The sponsor appointed Zhou Gushan and sun Xiaogang to be the sponsor representatives of this offering of Ou Sheng Electric.
Mr. Zhou Gushan: sponsor representative, now the managing director of Zhongtai Securities Co.Ltd(600918) investment banking business committee. Mr. Zhou Gushan began to engage in investment banking business in August 1998. The main projects he has presided over or participated in include: Henan Yuguang Gold & Lead Co.Ltd(600531) , Henan Rebecca Hair Products Co.Ltd(600439) , Bank Of Nanjing Co.Ltd(601009) , Zhejiang Founder Motor Co.Ltd(002196) , Tianjin Motor Dies Co.Ltd(002510) , Jiangsu Changhai Composite Materials Co.Ltd(300196) , Jingshen shares, Chaoda equipment and other IPO projects Bengang Steel Plates Co.Ltd(000761) , Jiangsu Akcome Science And Technology Co.Ltd(002610) , Nanjing Huamai Technology Co.Ltd(603042) non-public offering of shares; Tongding optoelectronics issues shares to purchase assets Anhui Heli Co.Ltd(600761) allotment project.
Mr. Sun Xiaogang: sponsor representative, now the executive general manager of Zhongtai Securities Co.Ltd(600918) investment banking business committee. Mr. Sun Xiaogang, Mr. Sun xiaojust, began to engage in investment banking business in January 2010. In January 2010, Mr. Sun xiaojust began to engage in investment banking in January 2010. The main projects he was responsible for or participated in include: China Pacific Insurance (Group) Co.Ltd(601601) 988 \ \673 non public offering items.
3、 Project Co sponsors and other project personnel designated by the sponsor
The sponsor has designated Chen Lang (who has resigned) as the project coordinator of this offering.
Mr. Chen Lang, a former vice president of Zhongtai Securities Co.Ltd(600918) investment banking business committee, passed the competency test of sponsor representative in 2018. Mr. Chen Lang began to engage in investment banking business in August 2015. His main projects include: IPO project of Hunan salt industry and IPO project of Chaoda equipment. In October 2020, he resigned from Zhongtai Securities Co.Ltd(600918) for personal reasons.
Other members of the securities issuance project team: Zhang Zhaofeng, Xu Xuefei (resigned), Yang Yang, Zhao Qingchen and Zhu Yifei.
4、 The issuer of this recommendation
1. Company Name: Suzhou ousheng Electric Co., Ltd
English Name: Suzhou Alton Electrical & Mechanical Industry Co., Ltd
2. Registered capital: RMB 136955661 million
3. Legal representative: Weidong Lu
4. Date of establishment: September 25, 2009 (changed to a joint stock limited company on March 29, 2017)
5 domicile: North of Linhu Avenue and east of laixiu Road, FenHu hi tech Development Zone, Jiangsu Province
6 zip code 215211
7 Tel: 051282876660
8 fax 051282876903
9. Company website: www.altonindustries.com cn.
10 e-mail [email protected].
11 responsible for information disclosure and Securities Investment Affairs Department
Department of capital relationship
12 person in charge and telephone number: Bai Wei, 051282876660
5、 Type of securities issuance
Suzhou ousheng Electric Co., Ltd. made an initial public offering and was listed on the gem.
6、 The securities issuance plan
(I) basic information of this issuance
Stock type: RMB ordinary shares (A shares)
The par value of each share is 1.00 yuan
The number of shares to be issued this time is not more than 45.652 million, not less than 25% of the total share capital after issuance
The total issued share capital is no more than 182766100 shares
The issue price per share is [] yuan
The issuance method adopts the combination of offline placement and issuance to inquiry objects and online capital subscription and pricing issuance
Qualified inquiry objects and qualified issuance object investors of gem opening an account in Shenzhen Stock Exchange (except buyers prohibited by laws and regulations); If the China Securities Regulatory Commission or Shenzhen Stock Exchange and other regulatory authorities have other provisions, they shall be handled in accordance with their provisions
Underwriting method: balance underwriting
Place to be listed: Shenzhen Stock Exchange gem
(II) share capital structure of the company before and after the issuance
The total share capital of the company before the issuance is 136955661 shares, the proposed public offering is no more than 45652000 shares, and the total share capital after the issuance is no more than 182607661 shares. The shares issued this time account for 25.00% of the total share capital after the issuance. Before and after this offering, the share capital structure of the company is as follows:
Name of shareholders before and after issuance
Proportion of shares (%) proportion of shares (%)
1、 Shares with limited conditions of sale
Including: Santa Barbara investment 12326943990.0112326943967.51
WEIDONG LU 6,487865 4.74 6,487865 3.55
Xikun investment 26357851.9226357851.44
Tengheng investment 23403501.7123403501.28
Sun Li 2222 1.622222 1.22
2、 Shares issued this time
Shareholders of social public shares — 4565200025.00
Total 136955661100.00182607661100.00
7、 Description of whether the recommendation institution has any circumstances that may affect the fair performance of its recommendation duties (I) the shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the recommendation institution and its controlling shareholders, actual controllers and important related parties
The sponsor and its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties.
(II) shares held by the issuer, its controlling shareholders and important related parties in the sponsor, its controlling shareholders, actual controllers and important related parties
The issuer or its controlling shareholders and important related parties do not hold the shares of Zhongtai Securities Co.Ltd(600918) or its controlling shareholders, actual controllers and important related parties.
(III) the rights and interests of the issuer owned by the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution, and their positions in the issuer
Zhongtai Securities Co.Ltd(600918) of the sponsor representatives and their spouses, directors, supervisors and senior managers do not have the rights and interests of the issuer or hold positions at the issuer.
(IV) 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
Zhongtai Securities Co.Ltd(600918) ‘s controlling shareholders, actual controllers, important related parties and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantees or financing to each other.
Zhongtai Securities Co.Ltd(600918) and the issuer have no other relationship.
8、 Internal audit procedures and core opinions of the recommendation institution on the issuance and listing of securities (I) internal audit procedures
The recommendation institution has performed the following internal audit procedures for the issuer’s securities issuance project:
The sponsor’s core procedures for this issuance project include project initiation, audit by the quality control department of the investment banking business Committee (hereinafter referred to as the “quality control department of the investment banking committee”), audit by the securities issuance audit department and audit by the core team.
1. Project initiation
On September 24, 2019, the project team (hereinafter referred to as the “project team”) of the initial public offering and listing on the gem of oshen electric submitted an application for project establishment. On October 17, 2019, the investment banking business committee held a project initiation meeting and approved the project initiation.
2. Reviewed by quality control department of Investment Banking Commission
From June 30, 2020 to July 5, 2020, the quality control department of the recommendation institution organized personnel to conduct preliminary review and manuscript review, review the quality of application documents, the completeness of materials and the compliance of the issuer, and fully communicate with the project team (including the recommendation representative and Project Coordinator), Issued the quality control report on the project of Suzhou ousheng Electric Co., Ltd. initial public offering and listing on the gem (QC Unit No. 42, 2020).
From January 11, 2021 to January 18, 2021, the quality control department of the recommendation institution organized personnel to conduct quality control audit, and reviewed the implementation and reply of the audit inquiry letter of the project and the update of the application documents of the third quarterly report in 2020.
