Guotai Junan Securities Co.Ltd(601211)
about
Anhui Tongguan copper foil Group Co., Ltd. made an initial public offering and was listed on the gem
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
November, 2001
Guotai Junan Securities Co.Ltd(601211)
About Anhui Tongguan copper foil Group Co., Ltd
Shenzhen Stock Exchange:
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “the sponsor” or ” Guotai Junan Securities Co.Ltd(601211) “) is entrusted by Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as “the issuer”, “the company” or “Tongguan copper foil”) to act as the sponsor of Tongguan copper foil’s initial public offering of shares and listing on the gem (hereinafter referred to as “the project”).
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 “Registration Measures”) The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation business”), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the examination and approval of issuance and listing”) and the opinions of the CSRC on further promoting the reform of the new share issuance system Regulations and relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, Guotai Junan Securities Co.Ltd(601211) and the recommendation representative of this securities issuance and listing are honest, trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with business rules, industry practice norms and moral standards, and ensure the authenticity of this issuance recommendation letter Accuracy and completeness.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Anhui Tongguan copper foil Group Co., Ltd. on initial public offering and listing on GEM.
catalogue
catalogue Section 1 basic information of this securities issuance four
1、 Name of sponsor four
2、 Basic information of the sponsor representative designated by the sponsor four
3、 Basic information of the sponsors and other members of the project team appointed by the sponsor four
4、 The issuer’s securities issuance type of this recommendation five
5、 Basic information of the issuer five
6、 Verification of the relationship between the sponsor and the issuer five
7、 Internal audit procedures and kernel comments six
8、 Explanation and verification opinions on employing a third party in investment banking business Section 2 commitments of the sponsor ten
1、 General commitment of the recommendation institution to the sponsor of this issuance ten
2、 The sponsor’s commitment to this offering item by item ten
3、 The recommendation institution and the recommendation representative make a special commitment to Section III recommendation on this securities offering twelve
1、 Recommendation conclusion of the sponsor on this offering twelve
2、 The decision-making procedures performed in this offering are compliant twelve
3、 The issuer meets the issuance conditions specified in the securities law thirteen
4、 The issuer meets the issuance conditions specified in the registration measures fourteen
5、 Verification conclusion on the filing of shareholders of the issuer’s private investment fund sixteen
6、 Verification conclusion on the operating conditions after the audit deadline of the issuer’s financial report seventeen
7、 Main risks of the issuer seventeen
8、 Evaluation of the development prospect of the issuer twenty-nine
Section 1 basic information of this securities issuance
1、 Name of sponsor
The name of the sponsor is Guotai Junan Securities Co.Ltd(601211) . 2、 Basic information of the recommendation representative designated by the recommendation institution
The sponsor appointed Zhu zhelei and Zhang Yi as the sponsor representatives of the projects of Copper Crown copper foil IPO and listing on the gem.
Mr. Zhu zhelei, the sponsor representative and executive director of Guotai Junan Securities Co.Ltd(601211) investment banking department, has presided over or participated in Jinzhou Port Co.Ltd(600190) major asset sales project, Changjiang Securities Company Limited(000783) public issuance of convertible corporate bonds, Shanghai Pudong Development Bank Co.Ltd(600000) public issuance of convertible corporate bonds, Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) public issuance of convertible corporate bonds, Shanghai Pudong Development Bank Co.Ltd(600000) non-public issuance of shares, etc, During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Mr. Zhang Yi, the sponsor representative and senior executive director of Guotai Junan Securities Co.Ltd(601211) investment banking department, has been responsible for or participated in Shanghai Aerospace Automobile Electromechanical Co.Ltd(600151) non-public offering of shares, Nanjing Kangni Mechanical&Electrical Co.Ltd(603111) initial public offering, Shanghai Pudong Development Bank Co.Ltd(600000) non-public offering of preferred shares, Xinjiang Goldwind Science And Technology Co.Ltd(002202) non-public offering of shares, Nanjing Iron & Steel Co.Ltd(600282) non-public offering of shares, Rising Nonferrous Metals Share Co.Ltd(600259) non-public offering of shares Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) initial public offering project, Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) public offering of convertible corporate bonds project, Industrial And Commercial Bank Of China Limited(601398) non-public offering of preferred shares project, etc., strictly abide by the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, and have a good practice record. 3、 The sponsor designated the project coordinator of this issuance and other members of the project team Guotai Junan Securities Co.Ltd(601211) designated Deng Chao as the project coordinator of this issuance of Copper Crown copper foil, and Wang Dong, Qian Jian, Shi Ke and Yang Lei as the project managers of this issuance of Copper Crown copper foil.
Project Co organizer: Mr. Deng Chao, sponsor representative, postgraduate. He has participated in many investment banking projects and has rich experience in investment banking business. Mr. Deng Chao strictly abides by the “insurance IV. types of securities issued by the issuer of this recommendation” in the practice of recommendation business
The company issued RMB common shares (A shares) for the first time and was listed on the gem.
5、 Basic information of the issuer
Anhui Tongguan copper foil Group Co., Ltd
English Name: Anhui Tongguan copper foil Group Co., Ltd
The registered capital is 621761658 yuan
Legal representative: Ding Shiqi
Date of establishment of the company: October 18, 2010
Overall change date: June 22, 2020
Registered address: No. 189, Qingxi Avenue, economic and Technological Development Zone, Chizhou City, Anhui Province
Tel.: 0566-3206810
Fax: 0566-3206866
Business scope: electronic copper foil manufacturing, sales and services, copper commodity trade (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Type of securities issuance: initial public offering of RMB ordinary shares (A shares)
6、 Verification of the relationship between the sponsor and the issuer (I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties in the issuer or its major shareholders and important related parties
As of August 31, 2021, the sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) proprietary business stock account and the special account for securities lending of the margin trading department held 628967 shares of Tongling Nonferrous Metals Group Co.Ltd(000630) shares of the controlling shareholder of the issuer, with a shareholding ratio of 0.006%.
In addition, there is no situation that Guotai Junan Securities Co.Ltd(601211) or its controlling shareholders, actual controllers and important related parties hold or hold the shares of the issuer, its controlling shareholders and important related parties through participating in the strategic placement of this issuance. (II) shares held by the issuer or its major shareholders and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
As of the issuance date of this issuance recommendation letter, the issuer or its major shareholders and important related parties do not hold the shares of Guotai Junan Securities Co.Ltd(601211) or Guotai Junan Securities Co.Ltd(601211) controlling shareholders, actual controllers and important related parties.
(III) the recommendation representatives and their spouses assigned by the recommendation institution to participate in the recommendation work of this issuance, and the rights and interests of the issuer and their positions in the issuer owned by the directors, supervisors and senior managers of the recommendation institution
As of the issuance date of this offering recommendation letter, Guotai Junan Securities Co.Ltd(601211) the recommendation representatives and their spouses assigned to participate in this offering recommendation, and Guotai Junan Securities Co.Ltd(601211) directors, supervisors and senior managers do not have the rights and interests of the issuer or hold positions in the issuer. (IV) mutual guarantee or financing provided by the controlling shareholder, actual controller, important related party of the recommendation institution and the main shareholder and important related party of the issuer
As of the issuance date of this issuance recommendation letter, Guotai Junan Securities Co.Ltd(601211) ‘s controlling shareholders, actual controllers, important related parties and the issuer’s major shareholders and important related parties have not provided mutual guarantee or financing. (V) other related relationships between the recommendation institution and the issuer
As of the issuance date of this issuance recommendation letter, Guotai Junan Securities Co.Ltd(601211) has no other related relationship with the issuer that affects Guotai Junan Securities Co.Ltd(601211) ‘s fair performance of recommendation duties. 7、 Internal audit procedures and comments
In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of securities issuance and listing recommendation business, and the requirements of the guidelines on internal control of investment banking business of securities companies, Guotai Junan Securities Co.Ltd(601211) formulated and improved the due diligence, internal control and internal verification systems for securities issuance and listing, such as the measures for the administration of internal control of investment banking business, the measures for the administration of project approval and review of investment banking business, the measures for the administration of core investment banking business, the measures for the administration of due diligence of investment banking business and the measures for the administration of investment banking business projects, The internal audit system of project initiation, due diligence and core has been established and improved, and the project audit has been carried out in accordance with the specified process. (I) internal audit procedure
Guotai Junan Securities Co.Ltd(601211) established the core Committee as the non established core organization of investment banking business and the core risk control department as the permanent core organization of investment banking business to perform the core review and decision-making responsibilities of investment banking business, conduct independent research and judgment on the risk of investment banking business and express opinions.
The core risk control department carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the audit decision-making responsibilities of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties through the core meeting, independently studies and judges the risks of investment banking business and gives opinions, and decides whether to submit, submit and issue the application documents for securities issuance and listing to the securities regulatory authority.
According to Guotai Junan Securities Co.Ltd(601211) measures for the management of investment banking business core, the company’s core committee is composed of senior personnel from the core risk control department, investment bank quality control department, legal compliance department and other departments, as well as external experts (mainly for equity projects). The number of core members participating in the review of the core meeting shall not be less than 7. The core members shall independently exercise their voting rights, and the resolution on agreeing to submit, submit, issue or disclose materials and documents shall be voted by at least 2 / 3 of the core members participating in the meeting. In addition, the voting results of the nuclear conference are valid for six months. The Guotai Junan Securities Co.Ltd(601211) kernel program is as follows:
1. Kernel application: the project team shall apply for the project kernel through the company’s kernel system, and submit relevant application materials and verification documents reviewed by the quality control department of the investment bank at the same time;
2. Submit quality control report: the quality control department of the investment bank submits the quality control report;
3. Kernel acceptance: the kernel risk control department shall assign special personnel to conduct preliminary review of kernel application materials. If the acceptance conditions are met, arrange kernel meetings and kernel committee members;
4. Hold a core meeting: on the basis of careful study and judgment of project documents and materials, and in combination with the project quality control report, each core committee member focuses on whether the project and information disclosure meet the relevant requirements of laws and regulations, normative documents and self-discipline rules, and independently gives audit opinions;
5. Implement the core review opinions: the core risk control department summarizes the opinions of the core members and tracks the implementation, reply and supplement of the project team;
6. Voting: according to the deliberation and discussion of the kernel meeting, the quality control process of the quality control department of the investment bank and the reply and implementation of the project team to the kernel deliberation opinions, the kernel members shall vote independently. (II) core comments
The Guotai Junan Securities Co.Ltd(601211) core Committee held a core meeting on September 8, 2020 to review the copper crown and copper foil project. The voting result was: 9 votes in favor and 0 votes against. The voting result was passed. The Guotai Junan Securities Co.Ltd(601211) core committee considered that it meets the conditions of initial public offering and listing on the gem in laws, regulations and normative documents such as the company law, the securities law, the registration measures and the measures for the administration of recommendation business. The sponsor’s approval committee agrees to submit the application documents of Tongguan copper foil project to Shenzhen stock exchange for review. 8、 Explanation and verification opinions on employing a third party in investment banking business
According to the requirements of opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business (CSRC announcement [2018] No. 22), the recommendation institution shall determine whether to hire a third party in the project and the legality and compliance of relevant hiring behavior, Sufficient and necessary verification has been carried out: (I) verification of relevant behaviors such as paid employment of a third party by the recommendation institution
The recommendation institution does not directly or indirectly hire a third party for compensation in this project. (II) the issuer directly or indirectly hires other third parties with compensation in addition to the intermediary institutions required by law
For the project of IPO and listing on GEM, the securities service institutions employed by the issuer according to law are as follows:
