Chinalin Securities Co.Ltd(002945) Hualin investment bank [2022] No. 14
About Mingke Jingji Holding Co., Ltd
Letter of recommendation for initial public offering and listing
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as “the sponsor” and ” Chinalin Securities Co.Ltd(002945) “) accepted the entrustment of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as “the issuer”, “Mingke Jingji”, “the company”) to act as the sponsor for its initial public offering and listing.
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 initial public offering and listing (hereinafter referred to as the “initial public offering measures”) The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and other relevant laws and regulations, as well as the relevant provisions of the CSRC, shall be honest, trustworthy, diligent and responsible, issue the 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 the documents issued.
(unless otherwise specified in this recommendation work report, the meaning of relevant terms is the same as that in the prospectus for initial public offering of shares of Mingke Jingji Holding Co., Ltd. (sealed draft). I. information of recommendation representatives and other project personnel
Name of member and practice of recommendation business
Has been responsible for or participated in or participated in the IPO of ‘s Shenzhen Bingchuan Network Co.Ltd(300533) Shenzhen Megmeet Electrical Co.Ltd(002851) ) sponsor representative and other refinancing projects, smart Songde ( Funeng Oriental Equipment Technology Co.Ltd(300173) ) Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ) and other major asset restructuring projects.
Li Lu was responsible for or participated in Shenzhen Bingchuan Network Co.Ltd(300533) ( Shenzhen Bingchuan Network Co.Ltd(300533) ), Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ), Yitian shares ( Shenzhen Etmade Automatic Equipment Co.Ltd(300812) ), Wuxi Chipown Micro-Electronics Limited(688508) ( Wuxi Chipown Micro-Electronics Limited(688508) ) and other IPO projects, Jiangxi Huawu Brake Co.Ltd(300095) ( Jiangxi Huawu Brake Co.Ltd(300095) )
Name of member and practice of recommendation business
Meisheng Cultural & Creative Corp.Ltd(002699) ( Meisheng Cultural & Creative Corp.Ltd(002699) ) refinancing project, smart Songde ( Funeng Oriental Equipment Technology Co.Ltd(300173) ) major asset restructuring project.
Caochongyuan, the co organizer of the project, once participated in the Shenzhen Etmade Automatic Equipment Co.Ltd(300812) Shenzhen Etmade Automatic Equipment Co.Ltd(300812) IPO project Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ) major restructuring projects Shenzhen Megmeet Electrical Co.Ltd(002851) ( Shenzhen Megmeet Electrical Co.Ltd(002851) ) refinancing project.
Other members of the project team: Fan Songlin, Wang Zhiyuan, Chen hailing, Feng Jinger, basic information of the issuer
Company name: Mingke Jingji Holding Co., Ltd
Address: No. 180, Tianxin Road, Tangxia Town, Dongguan City
Registered capital: RMB 106.05 million
Legal representative: Xia Lurong
Date of establishment: December 31, 2005
Tel: 0769388997788888
Fax No.: 076938899779
Business scope: design, development, test and trial production of hardware moulds and hardware parts, technical services and consultation; Quality inspection and testing of materials and products; Research and development of automobile parts forming process; Manufacturing automobile molds, fixtures and inspection tools; Hardware mould, hardware parts, new energy automobile parts; Industrial investment; Plant leasing; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (the above projects do not involve special administrative measures for foreign investment access) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
Type of securities issuance: initial public offering of shares by a joint stock limited company III. relationship between the sponsor and the issuer
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 sponsor has performed strict internal audit procedures for the application documents of the issuer for initial public offering and listing:
1. Project approval: on October 20, 2020, the sponsor held a project approval committee meeting to review the project and passed the project approval on October 23, 2020.
2. Audit by internal verification department: from March 15 to March 19, 2021, the comprehensive quality control department and internal audit department of the sponsor conducted on-site audit on the issuer’s application documents and working papers, and formed an audit report.
The project team of the sponsor has responded and rectified the audit opinions of the internal verification department item by item.
3. Question and verification: on April 29, 2021, the person in charge of the recommendation business department and the person in charge of the core Department of the recommendation institution asked and verified Chen Jian and Li Lu, the proposed signing recommendation representatives of the project, and formed a question and verification opinion. The project team of the sponsor has further verified, improved and replied item by item according to the verification opinions.
4. Review by the core team: the core team of the sponsor held a core meeting on May 10, 2021 to review the IPO and listing application documents of the issuer. At the kernel meeting, the members of the kernel team discussed the problems and risks of the issuer’s application for IPO and listing, and the project team answered the questions raised by the members of the kernel team one by one.
The core group considered and adopted this item by vote.
The sponsor’s project team implemented the core opinions item by item, and the internal verification department checked the implementation of the core opinions. (II) core comments
After full discussion, the core meeting of the sponsor agreed to submit the IPO and listing project of Mingke Jingji Holding Co., Ltd. to the CSRC. 5、 Sponsor commitment
In accordance with laws, administrative regulations and the provisions of the CSRC, the recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly.
The recommendation institution makes commitments on the following matters:
1. 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;
2. 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;
3. 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;
4. There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5. 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;
6. Ensure that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
7. 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;
8. Voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business;
9. Comply with other matters stipulated by the CSRC. 6、 Recommendation opinions of the recommendation institution on the securities issuance
The sponsor has conducted full due diligence and prudent verification in accordance with the relevant provisions of the CSRC. (I) decision making procedures for this securities issuance
1. The issuer held the second meeting of the first board of directors on September 11, 2020 and the sixth meeting of the first board of directors on April 15, 2021, respectively, to discuss the specific scheme of the stock issuance, the application plan of the investment project of the raised funds, the sub formula of the accumulated profits before the issuance, the cash dividend policy after the issuance and listing Resolutions have been made on the articles of Association (Draft) applicable after listing and other matters that must be clarified. 2. The issuer held the second extraordinary general meeting of shareholders in 2020 on September 26, 2020 and the annual general meeting of shareholders in 2020 on May 6, 2021, respectively, and deliberated and adopted relevant resolutions on the issuance and listing of the shares, including the specific plan of the stock issuance, the application plan of the investment projects of the raised funds, the distribution plan of accumulated profits before the issuance, the cash dividend policy after the issuance and listing The articles of Association (Draft) applicable after listing and the authorization of the board of directors to handle specific matters of this issuance.
After verification, the sponsor believes that the issuer has fulfilled the decision-making procedures stipulated by the company law, the securities law and the CSRC. (II) on the issuance conditions stipulated in the Securities Law
1. The issuer has a sound and well functioning organization;
2. The issuer has the ability of continuous operation;
3. The issuer’s financial and accounting reports for the last three years have been issued with unqualified audit reports;
4. The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years.
To sum up, the sponsor believes that the issuer meets the issuance conditions specified in the securities law.
(III) the issuance conditions, verification process and factual basis stipulated in the measures for the administration of initial public offering and listing of shares
1. Subject qualification
(1) The sponsor reviewed the industrial and commercial archives of the issuer and confirmed that the issuer was a limited liability company established on December 31, 2005, and was converted into a joint stock limited company on September 9, 2020 according to the original book net asset value, and still exists according to law up to now. The issuer is a legally established and existing joint stock limited company.
Therefore, the issuer complies with the provisions of Article 8 of the IPO measures.
(2) The sponsor reviewed the industrial and commercial archives of the issuer and confirmed that the issuer was a limited liability company established on December 31, 2005 and was changed into a joint stock limited company on September 9, 2020 according to the original book net assets. The issuer was established according to law and has been in continuous operation for more than three years.
Therefore, the issuer complies with the provisions of Article 9 of the IPO measures.
(3) The recommendation institution has consulted the industrial and commercial archives of the issuer, the capital verification reports of the issuer’s previous changes in registered capital, and the relevant asset ownership certificates, and confirmed that the previous capital contributions of the issuer’s shareholders have been paid in full.
The recommendation institution consulted the ownership documents of the issuer’s main assets and interviewed the issuer’s senior managers to confirm that the ownership of the issuer’s main assets is clear and there is no major ownership dispute.
Therefore, the issuer complies with Article 10 of the initial public offering measures.
(4) The sponsor consulted the articles of association of the issuer, relevant laws and regulations of the industry and national industrial policies, interviewed the senior management of the issuer, consulted various license documents required for the production and operation of the issuer, inspected the production and operation sites of the Issuer on the spot, and confirmed that the production and operation of the issuer complied with the provisions of laws, administrative regulations and the articles of association and the national industrial policies.
Therefore, the issuer complies with the provisions of Article 11 of the initial public offering measures.
(5) The sponsor consulted the articles of association of the issuer, resolutions and records of previous board of directors and shareholders’ meetings (shareholders’ meetings), industrial and commercial registration documents, financial reports of the issuer, interviewed senior managers of the issuer, and confirmed that the main business, directors and senior managers of the issuer have not changed significantly in the past three years, and the actual controller is xialurong, which has not changed.
Therefore, the issuer complies with the provisions of Article 12 of the initial public offering measures.
(6) The sponsor has consulted the industrial and commercial registration documents, the resolutions of the previous board of directors, the resolutions of the general meeting of shareholders (shareholders’ meeting) and the previous equity transfer contracts, obtained the statement documents of the main shareholders of the issuer, and confirmed that the equity of the issuer is clear, and there is no major ownership dispute between the shares of the issuer held by the controlling shareholders and the shareholders controlled by the controlling shareholders and actual controllers.
Therefore, the issuer complies with the provisions of Article 13 of the initial public offering measures.
2. Standardized operation
(1) The recommendation institution has consulted the articles of association, resolutions of previous board of directors, board of supervisors, general meeting of shareholders (shareholders’ meeting), meeting minutes and relevant system documents of the issuer, and confirmed that the issuer has a sound and well functioning organization, and relevant institutions and personnel can perform their duties in accordance with the law.
Therefore, the issuer complies with the provisions of Article 14 of the initial public offering measures.
(2) The recommendation institution has made stock issuance to the directors, supervisors and senior managers of the issuer
