Western Securities Co.Ltd(002673)
about
Hunan aibulu Environmental Protection Technology Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance recommendation
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 ” Western Securities Co.Ltd(002673) ,” sponsor “or” the sponsor “) is entrusted by Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as” aibulu “,” the company “or” the issuer “) to act as the sponsor of the issuer’s initial public offering of shares and listing on the gem (” this offering “). 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.
The recommendation institution and the recommendation representative shall, 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”), the measures for the administration of the recommendation business of securities issuance and listing and other relevant laws Regulations and relevant regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, be honest, trustworthy, diligent and responsible, issue this 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 this issuance recommendation letter.
Unless otherwise specified, the abbreviation in this offering recommendation letter has the same meaning as that in the prospectus of Hunan aibulu Environmental Protection Technology Co., Ltd. for initial public offering and listing on the gem (Registration draft).
Section I basic information of this offering
1、 Sponsor representative and project team members
The sponsor appointed Xue Bing and He Yong as the sponsor representatives of this offering and Yang Xiaojun as the Project Co sponsors of this offering. The details of the sponsor representative, Project Co sponsor and project team members are as follows: Xue Bing: the sponsor representative of the project, lawyer and master of financial law. The projects presided over or handled include Hunan Nucien Pharmaceutical Co.Ltd(688189) , Hunan Jiudian Pharmaceutical Co.Ltd(300705) , Hunan Huakai Cultural And Creative Co.Ltd(300592) IPO projects Hunan Er-Kang Pharmaceutical Co.Ltd(300267) non-public offering, WISCO bonds, Hubei united investment corporation bonds, Beijing Certificate Authority Co.Ltd(300579) new third board listing, Jiahe biological new third board listing projects, etc. The sponsor representative of Hunan Tianji Caotang Pharmaceutical Co., Ltd. (submitted on November 3, 2020), a selected enterprise on the new third board, and the sponsor representative of Hebei Zhitong biopharmaceutical Co., Ltd. (submitted on July 1, 2021), a main board enterprise under review. In the last three years, one project has been completed, which is Hunan Warrant Pharmaceutical Co.Ltd(688799) IPO and listing on the science and Innovation Board (the approval document for registration was obtained from the CSRC on June 8, 2021, stock abbreviation: Hunan Warrant Pharmaceutical Co.Ltd(688799) , stock code: Hunan Warrant Pharmaceutical Co.Ltd(688799) ).
He Yong: sponsor representative of the project, Bachelor of economics and executive director of Western Securities Co.Ltd(002673) investment bank headquarters. He once worked in the investment banking department of Xiangcai securities, with more than ten years of investment banking experience, and participated in or was responsible for the restructuring counseling and IPO projects of many companies, such as Xinjiang Tianshan Cement Co.Ltd(000877) ( Xinjiang Tianshan Cement Co.Ltd(000877) ), Merck ( Markor International Home Furnishings Co.Ltd(600337) ), Tianfu thermal power ( Xinjiang Tianfu Energy Co.Ltd(600509) ), Gold Cup Electric Apparatus Co.Ltd(002533) ( Gold Cup Electric Apparatus Co.Ltd(002533) ), Limin Group Co.Ltd(002734) ( Limin Group Co.Ltd(002734) ), Xinjiang Xintai Natural Gas Co.Ltd(603393) ( Xinjiang Xintai Natural Gas Co.Ltd(603393) ), Xinjiang Torch Gas Co.Ltd(603080) ( Xinjiang Torch Gas Co.Ltd(603080) ) Tianjin Guangyu Development Co.Ltd(000537) ( Tianjin Guangyu Development Co.Ltd(000537) ) financial consulting projects for acquisition of controlling rights and major asset restructuring. Sponsor representative of Shaanxi Meineng Clean Energy Group Co., Ltd. (submitted on November 8, 2019). In the last three years, there have been two completed projects, namely Xinjiang Torch Gas Co.Ltd(603080) IPO and listing on the main board (approved by China Securities Regulatory Commission on December 8, 2017, stock abbreviation: Xinjiang Torch Gas Co.Ltd(603080) , stock code: Xinjiang Torch Gas Co.Ltd(603080) ), and Baoji Titanium Industry Co.Ltd(600456) ( Baoji Titanium Industry Co.Ltd(600456) ).
Yang Xiaojun: CO organizer of the project. Sponsor representative. As a member of the project team, participated in the listing of Foshan Qingsong, Baoji Mike and Jiahe biological new third board; 14 WISCO bonds, 16 liantou 01 corporate bonds and 17 special bond projects of Shaanxi gold asset bond conversion; Jiahe biological IPO, Leon Technology Co.Ltd(300603) major asset restructuring project.
Other members of the project team: Peng Peng, Feng LinSong, Luo Zhenzhen, Mao Dan, Yuan Huajie, Zhang Ruiting, ou tingji and Zeng Jin. 2、 Basic information of the issuer
Name of issuer: Hunan aibulu Environmental Protection Technology Co., Ltd
English Name: Hunan Aircraft Environmental Protection Technology Co., Ltd
Date of establishment: February 4, 2013
Overall change date: November 10, 2017
Legal representative: Zhong Rubo
Registered capital: 90 million yuan
Registered address: unit 2030, building 5, oak garden, No. 8, Lutian Road, Changsha high tech Development Zone
Office address: 11th floor, Zhongbang international, No. 491, Laodong Middle Road, Yuhua District, Changsha City, Hunan Province
Business scope: environmental protection technology promotion services; Environmental technology consulting services; Environmental engineering design; Engineering survey and design; Construction of municipal public works; Construction of environmental protection facilities of the project; Design and construction of cleaning and purification engineering; Construction project construction; River and lake treatment and flood control facilities engineering construction; Construction of water conservancy and hydropower projects; Professional contracting of foundation and foundation engineering; Professional contracting of electromechanical equipment installation engineering; EPC services; Engineering and technology basic scientific research services; Engineering consulting; Water quality testing services; Environmental protection monitoring; Soil remediation; Water pollution control; Air pollution control; Solid waste treatment; Hazardous waste treatment; Light pollution control services; Noise pollution control services; Geological disaster management services; Development of domestic waste disposal technology; Research and development of domestic waste disposal equipment and water treatment equipment; Production of domestic waste disposal equipment (limited to branches); Manufacturing of water treatment equipment (limited to branches); Sewage treatment and recycling (limited to branches); Manufacturing of special equipment for environmental protection (limited to branches); Harmless and resource-based treatment of garbage (limited to branches); Rainwater collection, treatment and utilization (limited to branches); Installation of water treatment equipment; Sales of water treatment equipment, domestic waste disposal equipment, sanitation equipment, environmental protection equipment, special pharmaceutical materials for environmental pollution treatment and energy-saving and environmental protection products; Automobile retail; The following business scope shall not be engaged in national financial supervision and financial credit business such as deposit absorption, fund-raising collection, entrusted loan and loan issuance: investment in tap water projects and environmental pollution control projects with its own assets.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Post code: 410205
Tel: (0731) 84425216
Fax: (0731) 85585691
Internet address: www.airbluer.com cn.
Email: [email protected]. 3、 Description of the relationship between the sponsor and the issuer
As of the signing date of the issuance recommendation, the recommendation institution and the issuer do not have the following circumstances:
(I) the shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the sponsor representatives and their spouses, directors, supervisors and senior managers of the recommendation institution have the rights and interests of the issuer and hold positions in the issuer;
(IV) the 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;
(V) other related relationships between the recommendation institution and the issuer. 4、 Internal audit procedures and core opinions of the recommendation institution (I) internal audit procedures
The project core review system implemented by the recommendation institution for investment banking business is formulated in accordance with the core review requirements of the CSRC for the issuance and underwriting business of the recommendation institution (lead underwriter). The internal audit of the investment banking business of the sponsor is conducted by the investment banking core Committee, the investment banking core department (hereinafter referred to as the “core department”) and the investment banking quality control department (hereinafter referred to as the “quality control department”). The internal audit procedures of the recommendation institution are as follows:
Phase I: project initiation review phase
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.
Phase II: project management and quality control
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.
Phase III: the core review phase of the project
The regional headquarters of the investment bank of the sponsor is responsible for the preliminary review of the project application materials. If the application materials meet the requirements, they shall be submitted to the person in charge of the regional headquarters of the investment bank for approval and submitted to the quality control department for review. 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 core department after being approved by the leader in charge of the company. 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 sponsor shall be reviewed and approved by the quality control department, the core department and the core Committee of investment bank, and then submitted to Shenzhen Stock Exchange and China Securities Regulatory Commission for review. (II) core comments
On May 26, 2020, the sponsor held an internal audit meeting on this offering. The meeting should have 7 members of the core Committee, and there are actually 7 members. The core meeting was presided over by the chairman of the core Committee of the sponsor. The project team reported the implementation of the project and answered the questions of the members of the core Committee. The members of the core Committee carefully reviewed the application materials submitted by the project team and put forward the core opinions.
The members of the investment bank approval committee of the recommendation institution have carried out strict quality control and inspection on the issuer’s application materials and confirmed that there are no false records, misleading statements or major omissions. The voting result of the above internal audit meeting is: it is agreed to recommend the issuer to apply for initial public offering and listing on the gem.
Section 2 commitments of the recommendation institution
1、 Basis for issuance of recommendation letter
The recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly. 2、 Through due diligence and careful verification, the recommendation institution promises as follows:
(I) there are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing;
(II) there are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer’s application documents and information disclosure materials;
(III) there are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
(VI) ensure that there are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of recommendation duties;
(VII) ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
(VIII) voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business;
(IX) other matters stipulated by the CSRC.
Section III recommendation on this offering
1、 Recommendation conclusion of the sponsor on this stock listing
Western Securities Co.Ltd(002673) as the sponsor of Hunan aibulu Environmental Protection Technology Co., Ltd. for its initial public offering and listing on the gem, it has conducted full due diligence on the issuer in accordance with the principles of honesty, trustworthiness, diligence and responsibility, and in accordance with laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock exchange. After careful verification, the sponsor believes that the issuer meets the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation), the Listing Rules of shares on the gem of Shenzhen stock exchange, and meets the conditions for listing on the gem of Shenzhen Stock Exchange, Agree to recommend Hunan aibulu Environmental Protection Technology Co., Ltd. for initial public offering and listing on the gem. 2、 Decision making procedures for the issuer’s performance of this offering (I) board of directors
On June 16, 2020, the issuer held the ninth meeting of the first board of directors, made resolutions on matters related to the issuance, and decided to hold the first extraordinary general meeting of shareholders in 2020 on July 2, 2020 to consider matters related to the issuer’s issuance. (II) general meeting of shareholders
On July 2, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020. The meeting voted and approved the specific plan of this issuance (including issuance type, issuance quantity, issuance object, issuance method and fixed price)
