China Industrial Securities Co.Ltd(601377)
About Shanghai Xinba Automation Technology Co., Ltd
Progress report on IPO and listing counseling (phase III) Shanghai Xinba Automation Technology Co., Ltd. (hereinafter referred to as "Xinba technology" and "counseling object") intends to apply for IPO and listing within the territory of the people's Republic of China China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) ") as a guidance institution, it carries out guidance work in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (revised in 2020), the provisions on the supervision of initial public offering and listing guidance, and the relevant provisions of the guidance agreement on the initial public offering of shares of Shanghai Xinba Automation Technology Co., Ltd, The progress of counseling work from the date of submission of the previous counseling progress report (January 11, 2022) to the date of submission of this report is reported as follows:
1、 Implementation of counseling
(I) counselors and changes
According to the counseling agreement signed by China Industrial Securities Co.Ltd(601377) and the counseling object and the counseling plan formulated by China Industrial Securities Co.Ltd(601377) and appointed a counseling working group composed of Wang Haisang, Yuan Han, Shan Yin, Yang Anbao and Fu Yun to coach the counseling object, of which Wang Haisang served as the leader of the counseling group.
During this coaching period, in order to enhance the working strength of the project team, China Industrial Securities Co.Ltd(601377) add Liu Yunzheng as a member of the coaching team. After this change, the members of the counseling team are: Wang Haisang, Yuan Han, Shan Yin, Yang Anbao, Fu Yun and Liu Yunzheng, of which Wang Haisang is the leader of the counseling team.
The above-mentioned personnel have been registered as securities practitioners in the Securities Industry Association, and have not served as guidance for more than four companies to be listed at the same time, which meets the requirements of relevant laws and regulations.
The resumes of new tutors are as follows:
Liu Yunzheng, master of management and science, as a member of the project team, has participated in the guidance and adjustment of many IPO projects.
(II) changes of senior managers of the tutors
In January 2022, Hua Yuedong, deputy general manager of Simba technology, resigned as deputy general manager for personal reasons, but still worked in the company.
The above changes do not constitute significant adverse changes in the directors, supervisors and senior management of Simba technology.
(III) time and method of counseling
The working time of this counseling period is from the submission date of the previous counseling progress report (January 11, 2022) to the submission date of this report.
China Industrial Securities Co.Ltd(601377) counseling group will communicate and visit the key personnel, shareholders, major customers and suppliers of the counseling object through consulting materials, interviews and field visits during the counseling period; Put forward professional suggestions in written form such as telephone, memo, meeting minutes or e-mail; Supervise and urge the tutors to rectify according to the determined rectification plan.
(IV) main contents of counseling
1. The guidance team shall further carry out detailed due diligence on the legal, financial and business of the guidance object in accordance with the requirements of the working standards for due diligence of sponsors.
2. Continue to pay attention to the business and financial situation of the counseling object, urge the counseling object to improve the financial and accounting management system, and further verify the financial standardization degree of the counseling object and the effectiveness of the implementation of internal control.
3. Further improve the due diligence working paper, prospectus and other documents.
4. During this period, the counseling institution conducted special counseling for the new independent director Wu Guangyang and conducted special knowledge test on him, with good results.
5. During this period, the counseling institution conducted special training on the amendment to the criminal law of the people's Republic of China (XI) for the directors, supervisors and major shareholders of the counseling object, strengthened the study of the criminal law of the information disclosure system, and improved the relevant personnel's understanding of the securities market.
6. In addition to the above counseling work, the counseling organization also held intermediary coordination meetings in the form of on-site meetings and teleconferences to discuss and solve the problems found in the counseling process, and constantly adjust and follow up the project work plan.
(V) cooperation of securities service institutions in Counseling
Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as "Rongcheng club") is the professional organization of this counseling. Relevant personnel cooperate with China Industrial Securities Co.Ltd(601377) to provide special counseling and daily counseling on finance and internal control for the counseling objects.
Beijing Tianyuan law firm (hereinafter referred to as "Tianyuan law firm"), as the professional organization of this counseling, cooperated with China Industrial Securities Co.Ltd(601377) to provide special legal counseling and daily counseling for the counseling objects. Among them, the directors, supervisors and shareholders of the issuer have been provided with guidance training on corporate governance by the guidance institution. In order to consolidate the results of guidance training and strengthen the corporate governance ability of the directors, supervisors and shareholders of the company, Tianyuan law firm has prepared relevant guidance written materials and organized relevant personnel of the guidance object to study and test.
2、 Main problems and solutions of tutors
(I) problems found and solutions in early guidance
The top five clients account for a high proportion of operating income, and there is a concentration of clients.
Solution: the sales revenue of some clients accounted for a relatively high proportion of the company's operating revenue. With the continuous implementation of counseling objects, measures to increase sales, deeply tap the needs of downstream customers and improve the diversity of customers. The customer concentration of counseling objects continues to decrease, and the related risks also continue to decrease.
(II) main problems and Solutions
At present, the tutors can operate in a standardized manner and are constantly optimizing the internal control system. There are no major matters affecting the listing.
3、 The next stage of counseling work arrangement
China Industrial Securities Co.Ltd(601377) will continue to appoint a tutoring team composed of six tutoring members, Wang Haisang, Yuan Han, Shan Yin, Yang Anbao, Fu Yun and Liu Yunzheng, to tutor the tutors.
In the next stage, the counseling work mainly focuses on continuing the learning and communication by means of intermediary coordination meeting, centralized teaching, organizing self-study and discussion of counseling objects, and further carrying out due diligence, mainly including:
(I) the Guidance Group will fully and timely convey the latest regulatory policies and trends to the trainees through lectures, coordination meetings and other means, constantly deepen the relevant personnel's understanding and understanding of China's capital market and regulatory policies, help them fully learn and understand relevant laws, regulations and rules, and establish a sense of norms and responsibility.
(II) the accountants hired by the counseling institution and the company will continue to improve the financial verification work, continue to complete various financial verification work based on the financial statements of the counseling object in the last three years, assist the counseling object to establish and improve the company's accounting management system in accordance with the requirements of the accounting standards for business enterprises, and further improve the level of internal control.
(III) the lawyers employed by the counseling institution and the counseling object will continue to improve the legal verification work, assist the counseling object to further standardize the rules of procedure of the three sessions and improve the level of governance.
(IV) the guidance institution will fully implement the requirements for shareholder verification in the guidance on the application of regulatory rules - Information Disclosure of shareholders applying for initial public listing issued by the CSRC, conduct special verification for the company's shareholders, and assist the company in standardizing the ownership structure and improving transparency.
(V) the guidance institution will further carry out comprehensive due diligence, focusing on the preparation of application materials and the sorting of working papers.
