Western Securities Co.Ltd(002673)
about
Hunan aibulu Environmental Protection Technology Co., Ltd. initial public offering and listing on the gem
Issuance and recommendation work report
Sponsor (lead underwriter)
(room 10000, building 8, No. 319, Dongxin Street, Xincheng District, Xi'an City, Shaanxi Province)
Statement
Western Securities Co.Ltd(002673) (hereinafter referred to as "the sponsor" or " Western Securities Co.Ltd(002673) ") acts as the sponsor of the issuer's application for initial public offering of RMB A-Shares (hereinafter referred to as "this offering") in accordance with the sponsor agreement signed with Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "aibulu"). After accepting the entrustment, the recommendation institution shall appoint Xue Bing and He Yong as the recommendation representatives to be specifically responsible for the recommendation of the issuer for this issuance.
Western Securities Co.Ltd(002673) and its recommendation representatives shall, in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, be honest, trustworthy, diligent and conscientious, issue the recommendation work report of this issuance 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 recommendation work report of this issuance.
interpretation
In this recommendation work report, unless the context otherwise requires, the following abbreviations and terms have the following meanings: the issuer, the company, the company, Hunan aibulu Environmental Protection Technology Co., Ltd., aibulu Co., Ltd., Hunan aibulu Environmental Protection Technology Co., Ltd., the predecessor of the issuer
Lanfang partnership Changsha Lanfang enterprise management partnership (limited partnership)
Administration for Industry and Commerce
The issuer's public offering of no more than 30 million A-Shares is all the issuance of new shares, and the public offering of shares by the company's shareholders is not arranged, which is no less than 25% of the total share capital after the issuance.
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
Company law, company law of the people's Republic of China
Securities Law of the people's Republic of China
Sponsors, sponsors, main underwriters and Western Securities Co.Ltd(002673) underwriters of the measures for the administration of gem and the measures for the administration of initial public offering and listing on GEM
Lawyer: Hunan Qiyuan law firm
Accountant and audit institution: zhongshenhua Certified Public Accountants (special general partnership)
Assets appraisal institution: Beijing Guorong Xinghua Assets Appraisal Co., Ltd
Articles of association current articles of association of Hunan aibulu Environmental Protection Technology Co., Ltd
The articles of Association (Draft) is the articles of association of Hunan aibulu Environmental Protection Technology Co., Ltd. that came into force after its listing
III. general meeting of shareholders, board of directors and board of supervisors
Shareholders' meeting of Hunan aibulu Environmental Protection Technology Co., Ltd
Board of directors of Hunan aibulu Environmental Protection Technology Co., Ltd
Board of supervisors Hunan aibulu Environmental Protection Technology Co., Ltd
2019, 2020 and 2021 during the reporting period
At the end of each reporting period, December 31, 2019, December 31, 2020 and December 31, 2021
The last three years are 2019, 2020 and 2021
Last year 2021
RMB (ten thousand yuan) RMB (ten thousand yuan)
Note: any discrepancy between the total count and the mantissa of the sum of the itemized values in any table in this recommendation work report is caused by rounding.
Section I project operation process
1、 Introduction to the internal process of the sponsor's project audit
The recommendation institution has formulated the investment bank project core review system in accordance with the core review requirements of the CSRC on the issuance and underwriting business of the recommendation institution (lead underwriter). The investment banking business quality control department (hereinafter referred to as the "quality control department") and the investment banking business core department (hereinafter referred to as the "core department") of the sponsor are the permanent offices for the internal audit of the investment banking business of the sponsor. The internal audit process of the sponsor is as follows: (I) project initiation review stage
The sponsor's equity financing and M & a business initiation team is responsible for the project initiation review of the sponsor business and the M & a financial consulting business of listed companies, and makes a decision on whether to initiate the project.
The project initiation meeting shall be convened and presided over by the project initiation team leader. The project initiation meeting adopts the voting system, and each participating member has one vote. The resolution approving the project establishment shall be voted by at least 2 / 3 of the project establishment members participating in the meeting. (II) project management and quality control stage
After the project is approved, the quality control department of the sponsor shall timely grasp the progress of the project, so as to manage and control the project and further ensure the quality of the project. (III) core review stage of the project
The South China headquarters of the investment banking department of the sponsor is responsible for the preliminary review of the project application materials. If the application materials meet the requirements, they shall be reported to the person in charge of the South China headquarters for approval and submitted to the quality control department. After reviewing the feedback submitted by the project team and confirming that there is no objection, the quality control department shall submit it to the kernel department after being approved by the person in charge of the quality control department.
The core Department of the sponsor is responsible for the preliminary review of the application materials, issuing the review opinions, and initiating the application for convening the meeting of the core committee to the chairman of the core Committee after being approved by the head of the core Committee. The kernel Department arranges the kernel Secretary to inform kernel members and project personnel to attend the meeting, write meeting minutes, track the implementation of kernel opinions, etc. according to the requirements of the chairman of the kernel Committee. At least 7 kernel committee members who participate in the deliberation and have the right to vote at each kernel meeting, and at least 1 compliance manager shall participate in the voting. The kernel opinions shall be valid only with the consent of at least two-thirds of the members of the kernel committee who participate in the voting.
The issuance application materials of all main underwriting projects of the recommendation institution shall be reviewed and approved by the quality control department, the core department and the core Committee of investment bank, and then submitted to the CSRC for review. 2、 The sponsor's explanation on the project initiation of this issuance project
In August 2017, the sponsor representatives Xue Bing, He Yong and members of the project team of the sponsor conducted a preliminary investigation on the issuer.
On August 25, 2017, the project team submitted the project initiation application form to the project initiation working group of the investment bank headquarters. On September 4, 2017, the project approval working group of the investment bank headquarters held a project approval meeting, and the members of the project approval working group of the investment bank headquarters discussed and approved the project approval. 3、 Main process of project execution (I) project executors
1. Sponsor representatives: Xue Bing, He Yong
2. Project Co organizer: Yang Xiaojun
3. Project managers: Peng Peng, Feng LinSong, Luo Zhenzhen, Mao Dan, Yuan Huajie, Zhang Ruiting, ou tingji, Zeng Jin
4. The specific division of labor of the project personnel is as follows:
Name: specific division of work
Xue Bing, project leader, sponsor representative, implementation of due diligence and preparation of application materials; Participate in the work of the project team
He Yong, project leader, sponsor representative, implementation of due diligence and preparation of application materials; Participate in the work of the project team
Yang Xiaojun, Project Co organizer, responsible for the implementation of due diligence and the production of application materials; Participate in the work of the project team
Peng Peng is mainly responsible for the investigation of business and technology, raised funds and investment projects
Feng LinSong is responsible for the investigation of financial accounting and management analysis. Luo Zhenzhen is responsible for the investigation of horizontal competition and related party transactions, risk factors, business and technology, directors, supervisors, senior managers and core technicians, and the sorting and classification of working papers
Maodan is responsible for the investigation of the issuer's basic information, issuance overview, organizational structure and internal control, the sorting and classification of working papers, as well as the investigation of financial accounting and management analysis
Yuan Huajie is responsible for the investigation of risk factors, business and technology, directors, supervisors, senior managers and core technicians, and the sorting and classification of working papers
Zhang Ruiting is responsible for the investigation of investor protection and other important matters, and the collation and classification of working papers. Ou tingji is responsible for the collation and classification of working papers on investment projects, business and technology raised funds
Zeng Jin is responsible for sorting and classifying the working papers of financial accounting and management analysis
(II) mobilization time
1. Mobilization time: August 2017
2. Counseling stage: January 2018 to June 2020
Due diligence runs through the whole project implementation process. (III) main process of due diligence
According to the provisions of the counseling agreement and the recommendation agreement signed by the recommendation institution and the issuer, Western Securities Co.Ltd(002673) as the recommendation institution of the issuer for this issuance, conducted due diligence on the matters related to this issuance and issued the issuance recommendation letter and the issuance recommendation work report. In accordance with the law on initial public offering of securities and the measures for the administration of initial public offering of securities on the gem, the Prudential investigation on the initial public offering of securities and the measures for the administration of the listing of securities on the gem and other laws and regulations. For this due diligence, all members of the project team confirm that they have fulfilled their due diligence obligations.
1. Scope of due diligence
The scope of due diligence mainly includes:
Basic information of the issuer, business and technology, horizontal competition and related party transactions, investigation of directors, supervisors, senior managers and other core personnel, organizational structure and internal control, controlling shareholders and actual controllers, finance and accounting, application of raised funds, dividend distribution, business development objectives of the company, future sustainable development ability, contingent risks of the company and other issues needing attention.
2. Due diligence procedures
During the investigation, the project team implemented necessary due diligence procedures, mainly including:
(1) Successively issue due diligence outlines to the issuer and its functional departments, the issuer's shareholders and related parties, investigate and understand the issuer's procurement, production, sales, finance, research and development and other departments, investigate and understand the issuer's historical evolution, business technology, financial information, application of raised funds, collect relevant documents and materials related to the project, and verify and analyze them;
(2) Many interviews with the issuer's major shareholders, actual controllers, directors, supervisors, senior managers, core technicians and other relevant staff to understand the operation of the issuer related to the project;
(3) Conduct on-site investigation on the issuer's main office and business premises, the location of main projects, R & D departments, environmental protection facilities and other production and business premises, conduct on-site verification and research, and understand the issuer's project implementation, the use of fixed assets and the project invested by the raised funds;
(4) Focus on the main problems existing in the listing of the issuer through regular meetings and intermediary coordination meetings; And conduct long-term communication and relevant inquiry and investigation with the lawyer of the issuer and the handling personnel of the audit institution;
3. Main contents and process of due diligence
The main contents and process of due diligence of the project are as follows:
Main contents of verification
Investigate the issuer's historical evolution, equity changes, promoters, shareholders, etc; Read the relevant materials of the issuer's establishment and previous equity changes, including but not limited to approvals, agreements, capital verification reports, asset evaluation reports, industrial and commercial registration documents, etc.
Consult the issuer's employee roster, labor contract, payroll and social security expense schedule and other materials, investigate the issuer's basic situation to relevant competent departments, understand the issuer's implementation of national employment system, labor protection system, social security system and medical security system, and collect relevant materials.
Investigate and understand the independence of the issuer's business, finance, institutions and personnel; Asset ownership and independence; The commercial credit of the issuer; Information about the issuer's holding subsidiaries and important joint-stock enterprises; And collect relevant data.
Investigate the development of the issuer's industry, the competition in the same industry and the listed companies in the same industry; Collect the development plan, laws, regulations and normative documents on industry management formulated by the competent department of the industry, and understand the regulatory system and policy trend of the industry; Investigate the position of the issuer in the industry, understand the unique business model of the issuer's industry, and collect relevant data.
Investigate the issuer's raw material procurement, product production and sales, risk control, business operation and sales of the industry, understand the issuer's business process and business model, business and technology, understand the issuer's safety production and environmental protection, investigate the issuer's main suppliers and customers, and collect relevant data.
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