About Hubei Zhongyi Technology Co., Ltd
IPO and listing on GEM
Issuance and recommendation work report
Sponsor (lead underwriter):
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
About Hubei Zhongyi Technology Co., Ltd
Shenzhen Stock Exchange:
Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "the company" or "the issuer") intends to apply for initial public offering of A-Shares and listing on the gem (hereinafter referred to as "the securities issuance"), and has hired China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") as the sponsor of the securities issuance (hereinafter referred to as "the sponsor" and "the institution").
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 (for Trial Implementation) (hereinafter referred to as the "measures for the administration of the registration of initial public offerings on the gem") The measures for the administration of securities issuance and listing recommendation business and other laws and regulations, as well as the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") and China Securities Regulatory Commission (hereinafter referred to as "CSRC"), China International Capital Corporation Limited(601995) and its recommendation representatives are honest, trustworthy, diligent and responsible, and issue this issuance recommendation work report in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, And ensure the authenticity, accuracy and completeness of this issuance and recommendation work report.
(unless otherwise specified in this offering recommendation work report, relevant terms have the same meaning as in the prospectus of Hubei Zhongyi Technology Co., Ltd. for initial public offering and listing on GEM (Registration draft))
According to the measures for the administration of securities issuance and listing recommendation business and the quality control and core system of the company, the project implementation and quality control committee shall establish a corresponding quality control team after the project is approved, and the quality control team shall implement process management and control of project risks; The core department establishes a core working group, which is jointly responsible for the implementation of the core work with the core Committee, carries out export management and terminal risk control of the project in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company.
The project review process of the organization is as follows:
1. Project approval
When the project team applies for project initiation, the project implementation and quality control committee provides project initiation review opinions on the project initiation application from the perspective of project implementation risk, and the core department provides project initiation review opinions from the perspective of project key risks.
2. Review at the coaching stage
During the counseling period, the project team shall report the progress of counseling to the quality control team and the core working group. The counseling filing application, counseling report, counseling acceptance application and other documents submitted by the project team to the dispatched office of the CSRC shall be submitted to the quality control team and the core working group, which can be submitted to the outside after being reviewed and approved by the quality control team and confirmed by the core working group. Before the implementation of key verification work, the project team shall discuss the specific verification plan with the quality control team and obtain the confirmation of the quality control team; In case of major adjustment of the verification plan due to major events in the subsequent actual verification process, it shall also communicate with the quality control team in time. If there are key issues to be discussed, the project team can hold a special meeting with the quality control group and the core working group for discussion.
3. Review at the declaration stage
The project team shall submit the application materials to the quality control team and the core working group in accordance with relevant regulations. The quality control team shall comprehensively review the application materials, due diligence and working papers, carry out on-site verification for the key problems and working papers in the audit, accept the due diligence working papers of the project team and issue acceptance opinions. After the audit of the quality control team, the project implementation and quality control committee shall organize a preliminary review meeting to review and review. After the preliminary review meeting, the quality control team shall issue the project quality control report and report on the review at the nuclear committee meeting (hereinafter referred to as the "nuclear meeting"). The kernel department shall organize and hold a kernel meeting to fully discuss the project, vote on whether to agree to the recommended declaration and issue kernel opinions.
4. Review after declaration
After the project team submits the application materials to the securities regulatory authority, the project team must submit the previous feedback replies of the securities regulatory authority and the documents issued to the securities regulatory authority to the quality control group and the core working group, and the external report can be sent only after being reviewed and approved by the quality control group and the core working group.
5. Review at the stage of issuance and listing
After the project is approved, the project team must submit all the documents issued by the sponsor during the issuance and listing period to the quality control team and the core working group, which can only be submitted after being reviewed and approved by the quality control team and the core working group.
6. Audit during continuous supervision
The project team must submit the documents issued in the name of China International Capital Corporation Limited(601995) during the continuous supervision to the quality control group and the kernel working group, and the documents can be submitted to the outside only after being reviewed and approved by the quality control group and the kernel working group. (II) main process of project approval of this securities issuance project
1. After preliminary due diligence, the project team applied to the business development committee of the investment banking department of the institution for project initiation on September 26, 2019, and submitted the project initiation application materials.
2. After receiving the project application, the business development committee of the investment banking department coordinated the 7 project committee members appointed by each department to review the project application, and the project committee members issued written feedback.
3. After the project team replies to the feedback of the project initiation Committee, the project initiation committee will vote by voting and the project will be officially approved after being approved by the management of the investment banking department. (III) main process of implementation of this securities issuance project
1. Project team composition and mobilization time
The securities issuance project consists of two sponsor representatives, one project co organizer and four other members to form a project team, which is specifically responsible for the implementation of the project. The project team formally contacted the issuer in August 2019 and conducted preliminary due diligence; After the project was approved, the project team officially entered the site in October 2019.
2. Main process of due diligence
The notice of the China Securities Regulatory Commission on further disclosure of financial information of initial public offerings (2012 No. 551), the notice of the China Securities Regulatory Commission on improving the quality of financial information of initial public offerings of the company [2012] and the notice of the China Securities Regulatory Commission on further disclosure of financial information of initial public offerings of the company [2012] In accordance with the requirements of the guidelines on information disclosure related to profitability in the prospectus of initial public offering and listed companies (CSRC announcement [2013] No. 46) and other relevant regulations, due diligence has been conducted on the issuer's subject qualification, independence, standardized operation, financial accounting and the use of raised funds. The verification process includes but is not limited to:
(1) For the issuer's subject qualification, the project team conducted due diligence on the issuer's subject qualification in accordance with the requirements of the working standards for due diligence of sponsors. The investigation process includes but is not limited to: checking the relevant government approval documents, business license, articles of association, sponsor agreement, founding meeting documents, evaluation report, audit report, capital verification report, industrial and commercial establishment and change registration documents The capital increase and decrease agreement involved in the change of share capital, the equity transfer agreement involved in the change of share capital, the ownership certificate of main assets, the resolution documents of the third session of the board of directors during the reporting period, and the materials of sponsors and major shareholders; Interviewed the issuer, major shareholders and relevant government administrative departments, and conducted special consultation and meeting discussion with the issuer's lawyers, auditors and appraisers.
(2) In view of the independence of the issuer, the project team shall, in accordance with the working standards for due diligence of sponsors and the opinions on further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14) According to the requirements of regulations such as the notice on special inspection of 2012 annual financial report of initial public offering companies (FGH [2012] No. 551), due diligence and financial verification have been carried out on the independence of the issuer. The investigation process includes but is not limited to: verification of the issuer's organizational structure, access to the issuer's production, procurement and sales records, field investigation of the issuer's production, supply and marketing system, Interviewed the issuer's main third-party customers and suppliers, and focused on the issuer's related party transactions; Verified the ownership certificate of the issuer's fixed assets and intangible assets and the actual use of main office equipment; Investigated the causes, transaction records and capital flow of the issuer's large amount of accounts receivable and payable; Checked the employee roster and labor contract of the issuer; Checked the issuer's financial management system, bank account opening information and tax payment information; Verified the relevant resolutions of the three sessions of the issuer and the rules and regulations of its internal institutions; Interviewed the issuer and major shareholders on the independence of the issuer's business, finance, institutions and personnel, and conducted special consultation and meeting discussion with the issuer's lawyers and auditors.
(3) For the standardized operation of the issuer, the project team conducted due diligence on the standardized operation of the issuer in accordance with the requirements of the working standards for due diligence of sponsors. The investigation process includes but is not limited to: consulting the articles of association of the issuer, the rules of procedure of the board of directors, the board of supervisors and the general meeting of shareholders and relevant meeting documents, the implementation rules of the special committee of the board of directors, the independent director system, the working rules of the Secretary of the board of directors Working rules of the general manager; Obtained the written statement of the issuer and the certificate issued by relevant government departments, and visited relevant government departments; Consulted the issuer's internal audit and internal control system and internal rules and regulations such as investment, external guarantee and fund management; Checked the self-assessment opinions of the issuer's management on the internal control system and the assurance opinions of accountants; Interviewed directors (including independent directors), supervisors, senior managers (including the Secretary of the board of directors) and internal auditors; Conducted special consultation and meeting discussion with the issuer's lawyers and auditors.
(4) In terms of the issuer's finance and accounting, the project team shall, in accordance with the working standards for due diligence of sponsors, the opinions on further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14), the notice on special inspection of 2012 annual financial report of initial public offering companies (issuance supervision letter [2012] No. 551) Due diligence has been conducted on the issuer's financial accounting in accordance with the requirements of the guidelines on information disclosure related to profitability in the prospectus of initial public offering and listed companies (CSRC announcement [2013] No. 46) and other regulations. The investigation process includes but is not limited to: prudent verification of the audited financial report, audited internal control assurance report and other relevant financial materials; Compared and analyzed the changes of income composition, price and sales volume of main products, financial indicators and ratio of the issuer during the reporting period with the situation of relevant industries, markets and comparable companies in the same period; Reviewed the major purchase and sales contracts, equity investment related materials, arbitration and litigation related materials, tax payment materials of main taxes and tax preferences or financial subsidies during the reporting period, and visited banks, taxation and other departments; Conduct actual visits to key customers, suppliers and fund counterparties to check the rationality and authenticity of business relationships and whether there are related relationships that should be disclosed but not disclosed; On the issue of financial accounting of the issuer, the project team communicated closely with the financial personnel and auditors of the issuer and held several special meetings.
In view of the issuer's sustainable profitability, the project team conducted prudent investigation, analysis and independent judgment by consulting industry research materials and statistics, consulting industry analysts and industry experts, understanding the procurement planning of the issuer's end customers, and interviewed the issuer's management, core technicians and business backbone, major customers and suppliers on key issues and risks.
(5) For the application of the raised funds of the issuer, the project team conducted due diligence on the application of the raised funds of the issuer in accordance with the requirements of the guidelines for due diligence of sponsors. The investigation process includes but is not limited to: verifying the feasibility study report of the investment project invested by the raised funds of the issuer, the meeting documents for discussion and decision-making of the third meeting, relevant project approval / filing documents and other materials; Conducted special interviews with senior managers on the issuer's future business development objectives and the implementation prospects of the investment projects with raised funds; Through investigation and understanding of the government's industrial policy, industry development trend, market capacity of relevant products, investment of similar enterprises in similar projects and other information, this paper makes an independent judgment on the market prospect and profit prospect of the projects invested with raised funds.
(6) In view of the improvement of the issuer's profit distribution policy, the project team conducted due diligence on the improvement of the issuer's profit distribution policy in accordance with the requirements of the notice on further implementation of matters related to cash dividends of listed companies. The investigation process includes but is not limited to: consulting the current effective articles of association of the issuer and the decision-making procedures and mechanism on profit distribution policy in the articles of Association (Draft) The specific content of the profit distribution policy, the relevant meeting documents of the board of directors and the general meeting of shareholders on profit distribution and shareholder return, etc. according to the actual situation of the issuer, assisted the issuer to improve the profit distribution policy, formulated the shareholder dividend return plan, and urged the issuer to pay attention to improving the cash dividend level and return to shareholders. Through the above due diligence, the project team believes that the content and decision-making mechanism of the profit distribution policy in the issuer's articles of Association (Draft) comply with the relevant provisions such as the notice on further implementing matters related to cash dividends of listed companies and the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2013] No. 43), The profit distribution policy and shareholder dividend return plan related to the articles of Association (Draft) of the issuer pay attention to giving reasonable returns to investors, which is conducive to protecting the legitimate rights and interests of investors.
(7) In view of the registration and filing of the issuer's private investment fund shareholders, the project team conducted due diligence on the registration and filing of the issuer's private investment fund shareholders in accordance with the requirements of the Q & A on issuance supervision - answers to the filing problems of private investment funds related to issuance supervision, obtained the industrial and commercial archives of the issuer's legal shareholders, and inquired the national enterprise credit information publicity system; Interviewed the issuer and relevant shareholders and executives; Checked the relevant shareholder's description, the registration certificate of the fund manager and the fund Filing Certificate; Inquired the publicity information of China Securities Investment Fund Industry Association. Through the above due diligence, the project team believes that as of the date of issuance of this recommendation work report, Ningbo Zhongkun equity investment fund partnership (limited partnership), the issuer's private investment fund shareholder, has
