Chinalin Securities Co.Ltd(002945)
about
Mingke Jingji Holding Co., Ltd
Initial public offering
of
Issuance and recommendation work report
Sponsor (lead underwriter)
(address: 5-5, unit 1, building 3, international headquarters city, Liuwu new area, Lhasa, Tibet Autonomous Region)
March 2022
statement
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as "the sponsor", " Chinalin Securities Co.Ltd(002945) " and "the sponsor") accepted the entrustment of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as "the issuer", "Mingke Jingji", "the company") to act as the sponsor of its initial public offering and listing (hereinafter referred to as "the project").
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 initial public offering and listing (hereinafter referred to as the "measures for the administration of initial public offering"), 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 Laws and regulations and relevant provisions of the CSRC, be honest, trustworthy, diligent and responsible, issue this recommendation work report 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 the prospectus for initial public offering of shares of Mingke Jingji Holding Co., Ltd. (sealed draft)
1、 Project operation process
(I) internal audit process
The sponsor has performed a strict internal audit process for the IPO and listing projects of the issuer:
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) main process of project approval
1. Project initiation application time
On October 15, 2020, the project team of the sponsor submitted the project initiation application report of the project.
2. Project initiation meeting time
A project initiation meeting was held on October 20, 2020 to review the project, and the project was approved on October 23, 2020.
3. Members of the project evaluation decision-making body (attending the project approval meeting): Hong Liang, Zhong Hao, Ke runlin, Cong Ling and Qiu Jingjing. (III) main process of project implementation
1. Composition and division of labor of the project team
The project team members of the project and their specific work contents are as follows:
Name of member: main specific work
Mainly responsible for overall coordination, organization and arrangement of due diligence; Review the work of other project team members; Review working papers; Review relevant reports and professional opinions issued by accountants; Review relevant documents and professional opinions issued by lawyers; Participate in the guidance of the issuer.
Be responsible for the due diligence on the issuer's risks and other important matters, including the analysis of the issuer's existing risk factors, past occurrences and risk control measures; Be responsible for the due diligence on the issuer's future development and planning, including Chen jiankuo, verifying the issuer's development planning and business philosophy, and paying attention to its rationality and feasibility; Verify the completion of the issuer's development plans over the years and the development objectives of various specific businesses; Check and analyze whether the investment direction of the issuer's raised funds is consistent with the development plan and development objectives.
Participate in the verification work and verify the accuracy and objectivity of the industry data quoted in the prospectus; Obtain a statement issued by the issuer, the issuer's major shareholders, relevant intermediaries and their principals, directors, supervisors, senior executives and relevant personnel that there is no interest relationship of the sponsor representative; Interview the general manager of the issuer, the company's business operation and reorganization.
Jointly and comprehensively coordinate, organize and arrange due diligence; Review the work of other project team members; Review the full set of application documents; Review working papers; Review the relevant reports issued by accountants; Review relevant documents issued by lawyers; Participate in the guidance of the issuer.
Be responsible for the due diligence on the issuer's risks and other important matters, including verifying whether the issuer's major contracts are true and legal, whether the signing procedures comply with Li Lu's regulations, and whether they can be effectively implemented in the future. Check whether the issuer, controlling shareholders, actual controllers and holding subsidiaries have major litigation and arbitration matters; Verify the establishment of the issuer's information disclosure system and its implementation; Verify the production and operation qualification of the issuer; Check the production facilities and other assets related to production and operation owned by the issuer.
Participate in the verification work and verify the accuracy and objectivity of the industry data quoted in the prospectus; Check the violation of laws and regulations of the controlling shareholders and actual controllers;
Name of member: main specific work
Check the basic information of the issuer's subordinate enterprises; Verify the independence of the issuer's business, assets, institutions, finance, personnel, etc.
Be responsible for the due diligence verification of the issuer's finance and accounting, including reviewing the audit report, financial report and professional opinions of accountants, and paying attention to the audit opinions and major abnormalities; Analyze and review the authenticity of financial accounting information; Analyze the financial situation of the issuer; Analyze the profitability and sustainability of the issuer; Analyze the cash flow of the issuer and pay attention to its real profitability and sustainable operation ability; Check the issuer's major capital expenditure; Analyze the financial status, profitability and future trend of the issuer.
Be responsible for the due diligence of the issuer's business and technology, including verifying the purpose of the issuer's main business, main products or services, and verifying the issuer's and industry business model; Check the current situation and development of the issuer's industry, and check the issuer's industry status and competition; Check the sales mode of the issuer, the sales situation and changes of Cao Chongyuan, the co organizer of the sales project; Check the issuer's R & D system, R & D mode, R & D investment and R & D achievements; Check the issuer's innovation and growth.
Be responsible for the due diligence on the application of the issuer's raised funds, including verifying the legality and compliance of the relevant government approval and internal decision-making procedures of the issuer's raised funds; Verify and analyze the feasibility of the issuer's fund-raising projects in terms of market, technology, management and talents, and the rationality of the fund-raising scale, fixed asset investment and independence impact.
Responsible for part of the audit work, including interviewing the issuer's sales director to understand the issuer's sales mode and operation, visiting the operation site of the issuer's subsidiaries, verifying the authenticity of inventory, consulting the issuer's inventory list, sampling large inventory on site, interviewing accountants, etc.
Be responsible for the due diligence verification of the issuer's finance and accounting, including reviewing the audit report and financial report, and paying attention to the audit opinions and major abnormal events; Analyze and review the authenticity of financial accounting information; Analyze the cash flow of the issuer and pay attention to its real profitability and sustainable operation ability; Check the issuer's major capital expenditure; Analyze the financial status, profitability and future trend of the issuer.
Responsible for part of the verification work, including visiting the issuer's main and new customers, fan Songlin suppliers of the project team, interviewing relevant business personnel, and verifying the authenticity of the amount and quantity of other members of the fund sold and purchased by the issuer; Inquire the issuer's main and new customers and suppliers by letter to confirm the corresponding sales and purchase amount, corresponding receivable and payable balance, contract terms, etc; Consult the detailed statement of various period expenses of the issuer, and verify the completeness and rationality of the period expenses; Check the authenticity of the large amount bank deposit account, consult the issuer's bank account information and write to the bank. Check the authenticity of the inventory, consult the inventory list of the issuer, and take large inventory on the spot; Observe the operation of main fixed assets and verify the authenticity of new fixed assets in the current period.
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