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
Recommendation work report
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
Report on the recommendation of initial public offering and listing on the gem 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”) as the sponsor of its initial public offering and listing on the gem (hereinafter referred to as “the project”), Zhu zhelei and Zhang Yi are appointed as the recommendation representatives specifically responsible for the recommendation, and hereby issue the recommendation work report of the project to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
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”) Relevant provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”), the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, The recommendation agency and the recommendation representatives appointed by the recommendation agency to participate in the recommendation of the issuance and listing of the project issue, in the professional spirit of honesty, trustworthiness, diligence and responsibility, issue this recommendation work report in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, and ensure the authenticity, accuracy and integrity of this recommendation work report.
interpretation
In this recommendation work report, unless otherwise specified, the following names, abbreviations or terms have the following meanings: I. General interpretation of Tongguan copper foil, the issuer and Anhui Tongguan copper foil Group Co., Ltd This recommendation work report refers to the Guotai Junan Securities Co.Ltd(601211) recommendation work report on the initial public offering and listing on the gem of Anhui Tongguan copper foil Group Co., Ltd
Tongguan Co., Ltd. refers to Anhui Tongguan copper foil Co., Ltd. (renamed Anhui Tongguan copper foil Group Co., Ltd. in June 2020), the predecessor of the issuer
Tongling Nonferrous Metals Group Co.Ltd(000630) refers to Tongling Nonferrous Metals Group Co.Ltd(000630) , which is the controlling shareholder of the issuer
Non ferrous group refers to Tongling Nonferrous Metals Group Co.Ltd(000630) Metal Group Holding Co., Ltd
Hefei GuoXuan refers to Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd
Tongling Tongguan refers to Tongling Nonferrous Metals Group Co.Ltd(000630) Tongguan copper foil Co., Ltd., a subsidiary of the issuer
Hefei Tongguan refers to Hefei Tongguan electronic copper foil Co., Ltd., a subsidiary of the issuer
Tongguan intelligent refers to Anhui Tongguan Intelligent Technology Co., Ltd
Changjiang stock exchange refers to Anhui Changjiang Property Exchange Co., Ltd
Shengyi Technology Co.Ltd(600183) means Shengyi Technology Co.Ltd(600183)
Taiyu technology refers to Taiyu Technology (Zhongshan) Co., Ltd
Zhejiang Wazam New Materials Co.Ltd(603186) means Zhejiang Wazam New Materials Co.Ltd(603186)
Goldenmax International Technology Ltd(002636) refers to Goldenmax International Technology Ltd(002636)
Nanya New Material Technology Co.Ltd(688519) means Nanya New Material Technology Co.Ltd(688519)
Byd Company Limited(002594) refers to Shenzhen Byd Company Limited(002594) Supply Chain Management Co., Ltd
Gotion High-Tech Co.Ltd(002074) means Gotion High-Tech Co.Ltd(002074)
Contemporary Amperex Technology Co.Limited(300750) means Contemporary Amperex Technology Co.Limited(300750)
Sunwoda Electronic Co.Ltd(300207) means Sunwoda Electronic Co.Ltd(300207)
LG Chemical means LG Chemical Co., Ltd
Nuode Investment Co.Ltd(600110) means Nuode Investment Co.Ltd(600110)
Guangdong Jiayuan Technology Co.Ltd(688388) means Guangdong Jiayuan Technology Co.Ltd(688388)
Guangdong Chaohua Technology Co.Ltd(002288) refers to Guangdong Chaohua Technology Co.Ltd(002288)
Zhongyi technology refers to Hubei Zhongyi Technology Co., Ltd
Shenzhen Kinwong Electronic Co.Ltd(603228) means Shenzhen Kinwong Electronic Co.Ltd(603228)
Victory Giant Technology (Huizhou)Co.Ltd(300476) refers to Victory Giant Technology (Huizhou)Co.Ltd(300476) (Huizhou) Co., Ltd
XINGSEN express refers to Shenzhen Fastprint Circuit Tech Co.Ltd(002436)
Mitsui Corporation
State Grid Anhui electric power company refers to State Grid Anhui Electric Power Co., Ltd
The general meeting of shareholders, the board of directors and the board of supervisors of the company refer to the general meeting of shareholders, the board of directors, the board of supervisors, the sponsor, the lead underwriter and Guotai Junan Securities Co.Ltd(601211) Guotai Junan Securities Co.Ltd(601211)
Co lead underwriter refers to Ping An Securities Co., Ltd
Rongcheng certified public accountants and certified public accountants refer to Rongcheng Certified Public Accountants (special general partnership), formerly known as Huapu Tianjian Certified Public Accountants (special general partnership)
Chengyi lawyer and the issuer’s lawyer refer to Anhui Chengyi law firm
Zhongshui Zhiyuan and appraisal institution refer to Zhongshui Zhiyuan Assets Appraisal Co., Ltd
GGII refers to the Institute of advanced industry, a research institution focusing on emerging industries
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
This issuance refers to the company’s planned initial public offering and listing of no more than 207253886 A-share common shares
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
The reporting period and the last three years refer to 2018, 2019, 2020 and January June 2021
The most recent year refers to 2020
The most recent period refers to 2020 and January June 2021
2、 Professional interpretation
Electronic copper foil refers to the basic raw material of electronic information industry, which is mainly used in the manufacture of printed circuit board, copper clad laminate, lithium battery and other products
Electrolytic copper foil refers to electrolytic copper foil, which refers to metal copper foil produced by electrolytic method with copper material as the main raw material
PCB copper foil refers to electrolytic copper foil for printed circuit board, also known as standard copper foil
Hte foil refers to high temperature and high elongation copper foil
Hte-w foil refers to high Tg halogen-free sheet copper foil
RTF foil refers to reverse treated copper foil
VLP foil refers to low profile copper foil
HVLP foil refers to very low profile copper foil
Lithium battery copper foil / lithium battery refers to electrolytic copper foil copper foil / lithium battery foil for lithium battery
Cathode copper refers to the metal copper purified by electrolysis, also known as “electrolytic copper”
Cathode roller refers to the roller cathode used in electrolytic manufacturing of copper foil to electrodeposit copper ions on its surface to become electrolytic copper foil
Copper clad laminate, full English name “copper clad laminate”, is a plate-like material made by dipping electronic glass copper clad laminate / CCL refers to a fiber cloth or other reinforcement material with resin, covering one or both sides with copper foil and hot pressing. It is the basic material of PCB
The full English name “printed circuit board” is the carrier for the connection of electronic components. The main function of printed circuit board / PCB is to connect all electronic parts through pre-designed circuits to play the role of signal transmission
The utility model relates to a secondary battery (rechargeable battery), which mainly relies on the movement of lithium ion between the positive electrode and the negative electrode.
During charging and discharging, Li + is intercalated and de intercalated back and forth between the two electrodes: during charging, Li + is de intercalated from the positive electrode and embedded into the negative electrode through electrolyte, and the negative electrode is in a lithium rich state; The reverse is true when discharging
Low profile means less surface roughness
Electrodeposition refers to the electrochemical deposition of a metal or alloy from its compound aqueous solution, non-aqueous solution or molten salt
μ M refers to microns, and 1 micron is equivalent to one thousandth of 1 mm
Note: the figures in this recommendation work report generally retain two decimal places. There is a difference in the mantissa between the total of some tables and the sum of all values directly added, which is due to the rounding of the figures.
catalogue
Section I project operation process six
1、 Sponsor’s project review process six
2、 The main process of the project approval of this securities issuance project eight
3、 Main process of project implementation nine
4、 Main process of internal audit Section II problems and solutions of the project fifteen
1、 Opinions and deliberations of members of the decision-making body for project initiation and evaluation of the project fifteen
2、 Main problems found in due diligence and solutions fifteen
3、 Main issues and implementation of underwriting project initiation twenty
4、 Main issues, opinions and implementation of the core group meeting twenty-eight
5、 Verification of professional opinions of securities service institutions 45 VI. verification opinions on the paid employment of third-party institutions and individuals in this offering 47 section III verification of audit points forty-nine
Section I project operation process
1、 Sponsor project review process
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) project approval
Guotai Junan Securities Co.Ltd(601211) the investment banking division has set up a project initiation Review Committee to review the securities issuance sponsorship project through the project initiation review meeting.
The project initiation committee is composed of auditors from the quality control department of the company’s investment bank (hereinafter referred to as “quality control department”), business departments and senior business backbone of the capital market department. The head of the investment bank business department is the director of the project initiation Review Committee.
According to the different risk characteristics of various businesses and the overall scale of the company’s investment banking business, all project initiation members are divided into several groups (hereinafter referred to as “project initiation groups”), focusing on the project initiation and review of equity business, creditor’s rights business and non listed public company business respectively. Each project initiation team shall be composed of at least 5 members, including no less than one-third from the internal control department of the investment bank.
The results of the project review meeting are divided into project approval, project suspension and project rejection. The resolution adopted for project initiation shall be voted by at least two-thirds of the project initiation members.
According to the project type, stage and sponsor risk degree, the number of project initiation required for each project is also different. Initial public offering projects and listing projects are divided into two projects; According to the complexity of the project, the quality control department shall decide whether to set up the project twice; Other types of projects are one-time project initiation.
The project initiation review meeting shall be conducted according to the following procedures:
The project review meeting shall be presided over by the chief reviewer, and the quality control department personnel of the same group shall participate in the meeting.
Firstly, the project team introduces the basic situation of the project and the main problems, risks and solutions found in the due diligence, and introduces in detail the due diligence process, the due diligence methods adopted, the working papers obtained, the demonstration process of the solutions, etc;
