Zhongtai Securities Co.Ltd(600918)
about
Suzhou ousheng Electric Co., Ltd. initial public offering and listing on the gem
Recommendation work report
Sponsor (lead underwriter)
(No. 86, Jingqi Road, Shizhong District, Jinan City, Shandong Province)
March, 2002
Statement
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) ," sponsor "or" this sponsor ") is entrusted by Suzhou ousheng Electric Co., Ltd. (hereinafter referred to as" company "," issuer "or" ousheng electric ") to act as the sponsor of its initial public offering of shares and listing on the venture board, Issue a recommendation report on the project of the issuer's initial public offering of shares and listing on the gem (hereinafter referred to as "this issuance").
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 other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the recommendation institution and the recommendation representative are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The industry practice norms and ethical standards shall issue the issuance recommendation work report, and ensure the authenticity, accuracy and integrity of the documents issued.
(unless otherwise specified in this recommendation work report, relevant terms have the same meaning as in the prospectus of Suzhou ousheng Electric Co., Ltd. for initial public offering and listing on GEM)
Section I operation process
1、 Internal audit process of sponsor project
Zhongtai Securities Co.Ltd(600918) according to the requirements of relevant laws, regulations and normative documents such as the guidelines for internal control of securities companies and the measures for the administration of securities issuance and listing recommendation business, the internal process system and management measures of investment banking business are formulated. According to the regulations, Zhongtai Securities Co.Ltd(600918) internal project audit process mainly includes the following links:
(I) the project team shall understand the situation on site, carry out preliminary due diligence and preparation of application materials, and submit the project initiation application report on this basis;
(II) the project approval department of the recommendation institution holds a project approval review meeting to judge the risks of project recommendation and underwriting, prompt and demonstrate the existing problems, and vote on the project approval;
(III) the project team shall carry out in-depth due diligence on site, and make a full set of application materials and recommendation working papers on this basis;
(IV) the quality control department of the investment banking commission of the recommendation institution shall review the full set of application materials and recommendation working papers; (V) the project team submits the application for approval to the sponsor;
(VI) with the consent of the person in charge of the sponsor, the securities issuance audit department shall audit the full set of application documents;
(VII) with the consent of the person in charge of the approval of the recommendation institution, the securities issuance audit department shall issue a notice of the approval meeting and send a full set of application documents to the members of the approval team participating in the meeting;
(VIII) the core group of the sponsor held a core meeting, and the members of the core group participating in the meeting reviewed the integrity and compliance of the application documents, consulted the explanations and supporting materials of relevant issues in the full set of application documents, put forward core feedback, and voted on whether the issuer passed the core in this offering;
(IX) the securities issuance Audit Department of the recommendation institution shall summarize the core feedback of the members of the core group attending the meeting and feed back the core feedback to the project team;
(x) the project team shall reply to the summary of the audit opinions and core feedback opinions of the quality control department and feed them back to the securities issuance audit department, and modify the application documents accordingly. After the person in charge of the kernel has no objection and reported to the sponsor for approval, the project team will formally report the document.
2、 The main process of project approval of this securities issuance project
On September 24, 2019, the project team filled in the project initiation application form and submitted the project initiation application report to apply for project initiation. On October 23, 2019, the sponsor voted on the establishment of ousheng electric project. The members of the Establishment Committee include Yin Heng, Cui Xiaoying, Chen Chunfang, pan Shihai and Zhu Yanhua. After voting, it is agreed that the initial project of Suzhou ousheng Electric Co., Ltd. on the gem should be approved.
3、 The main process of the implementation of this securities issuance project
(I) executive members and division of labor of the securities issuance project
Sponsor representatives: Zhou Gushan, sun Xiaogang
Project Co organizer: Chen Lang (resigned)
Other project team members: Zhang Zhaofeng, Zhao Qingchen, Yang Yang, Xu Xuefei (resigned), Zhu Yifei
There are 8 executive members of the project, and the specific division of work is shown in the table below:
Name and specific work of project team members
Be responsible for the overall design of this initial scheme; Be responsible for overall planning of project implementation progress; Be responsible for the overall decision-making of major problems and their solutions in the process of project implementation; Organize and fully participate in the due diligence of the issuer; Be responsible for the division of labor arrangement of the members of the project team, timely organize the project team to discuss key issues and propose solutions to Fang Zhoukou mountain case; Preside over the coordination meeting of intermediary institutions to jointly study major issues in the process of project implementation; Organize and participate in the writing of application materials, and be responsible for the overall modification, verification and finalization of the first draft of application materials; Be responsible for the periodic inspection and review of the sponsor's working paper by the sponsor representative; Be responsible for communication and coordination with the audit organization, and timely organize and implement the audit feedback.
Be responsible for or participate in the decision-making of major problems and their solutions in the process of project implementation; Organize and fully participate in the due diligence of the issuer; Be responsible for or participate in major issues in the implementation of joint research projects; Discuss the main problems found in due diligence with sun Xiaogang's personnel and other intermediaries, and put forward corresponding rectification opinions; Organize and participate in the writing of application materials, and complete the modification, verification and finalization of the first draft of application materials; Be responsible for the periodic inspection and review of the recommendation working paper; Communicate and coordinate with the audit organization, and timely organize and implement the audit feedback.
Fully assist the recommendation representative in performing the recommendation responsibilities and assist in the drafting of the contents of the application materials related to this IPO; Coordinate the issuer and other intermediary institutions to hold regular meetings, special meetings and temporary meetings on major issues, fully discuss the issuer's application for issuance and listing plan and key issues related to Chen Lang, and assist the sponsor representative to verify the Project Coordinator (who has resigned) of the full set of application documents; Participate in the due diligence of the issuer in the whole process, summarize the key issues or discussion contents of the coordination meeting in the process of project implementation, and write relevant documents or meeting minutes; Be responsible for the preparation, summary and preliminary review of the first draft of application materials and relevant process documents; Specifically responsible for the basic information of the issuer, corporate governance and independence, investor protection, due diligence on other major matters and collection and sorting of relevant drafts.
Participate in the overall design of this initial program and the drafting of relevant application materials; Participate in the due diligence of the issuer, the coordination meeting of intermediary institutions and the discussion meeting on main issues, which was discussed by Zhang Zhaofeng; Check the full set of application documents; Be specifically responsible for the due diligence of the general situation of the issuance, risk and other project factors, financial and accounting information and management analysis, the writing and verification of relevant documents, and the collection and sorting of relevant drafts.
Xu Xuefei participated in regular meetings, special meetings and temporary meetings on major issues to fully discuss relevant key (resigned) issues; Jointly responsible for the due diligence of financial and accounting information and management analysis, tax Yang Yangwu and other parts, the drafting of relevant chapters and the collection and sorting of relevant drafts; Organize correspondence with major customers, suppliers and banks; Writing part
Name and specific work of project team members
Documents or minutes of financial related Symposium.
Participate in regular meetings, special meetings and temporary meetings on major issues, and fully discuss relevant key Zhao Qingchen issues; Specifically responsible for business and technology, application of raised funds and future development planning, other important matters and other due diligence, writing and verification of relevant documents, and collection and sorting of relevant drafts.
Zhu Yifei participated in the due diligence, intermediary coordination meeting and financial verification of the issuer, and wrote the minutes of some Symposium meetings and the collection and sorting of relevant manuscripts.
In addition to the above division of labor, the members of the project team also jointly participate in the verification of customers and suppliers, prepare a full set of application documents, and reply to the audit opinions of the quality control department and the nuclear Committee.
(II) mobilization time
As of the signing date of this recommendation work report, the recommendation representative and the project team have entered the site in stages, and the working hours are as follows:
Phase working time
On site due diligence stage July 2019 September 2020
Counseling stage: December 2019 to September 2020
The preparation stage of application documents is from June 2020 to September 2020
Internal audit of recommendation institution from June 2020 to September 2020
Reply to the first round of audit inquiry and the third quarterly report of 2020 October 2020 February 2021
Update phase
Reply to the first round of audit inquiry and the 2020 annual report from March 2021 to April 2021
New stage
Reply to the second round of audit inquiry from May 2021 to August 2021
Reply to the opinion implementation letter of the Audit Center September 2021
Prospectus (Registration draft) and update inquiry back to November 2021
Reply (supplement the data from January to June 2021)
Reply to the implementation letter of feedback on issuance and registration February 2022
(III) main working process of due diligence of this securities issuance project
Zhongtai Securities Co.Ltd(600918) as the sponsor and lead underwriter of this offering, osheng Electric has carried out prudent and independent investigation on the issuer in accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the due diligence of sponsors and the guidelines for the working paper of securities issuance and listing recommendation business. For this due diligence, all members of the project team confirm that they have fulfilled their due diligence obligations.
The investigation of the sponsor is conducted in accordance with the company law, the securities law, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) and other current effective laws, regulations, departmental rules and normative documents in China. The scope of investigation includes: basic information of the issuer, business and technology, horizontal competition and related party transactions, directors, supervisors and senior managers, organizational structure and internal control, finance and accounting, business development objectives and process. The sponsor has implemented necessary verification and inquiry procedures, including but not limited to the following methods: 1. Investigation and data collection
Submitted the due diligence list to the issuer, and collected and sorted out the relevant documents, materials and replies provided by the issuer.
2. Communication with the issuer
Interview relevant functional departments of the issuer, conduct on-site research, and consult and discuss relevant issues with the chairman, general manager, other senior managers and middle managers of the issuer.
3. Data verification and investigation
Reviewed and verified the documents, materials and other matters provided by the issuer one by one, visited relevant government departments on the issuer's business compliance, product and service quality, asset ownership and other matters, and obtained relevant certificates.
4. Field investigation
On the spot investigation was conducted on the issuer's main business premises, and the issuer's production and operation were checked accordingly.
5. Communicate with intermediaries
Organize and hold intermediary coordination meetings, and report to various intermediaries through on-site discussion, telephone communication, e-mail inquiry, etc
