Haitong Securities Company Limited(600837)
About the initial public offering and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
November, 2001
Statement
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 securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange, Be honest and trustworthy, be diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethics formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation four
5、 The type of securities issuance four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties five
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section II commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 The decision-making procedures for the performance of this securities issuance nine
2、 Description of the issuer’s compliance with the gem positioning ten
3、 This securities issuance meets the issuance conditions stipulated in the securities law thirteen
4、 The securities issuance meets the issuance conditions specified in the registration management measures fifteen
5、 Verification of the issuer’s private investment fund filing nineteen
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline twenty-one
7、 Main risks of the issuer twenty-two
8、 Market prospect analysis of the issuer twenty-nine
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals thirty-seven
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 39 Annex: forty
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Zeng Jun and Shi Bingjie as the sponsor representatives of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as “Shipu testing”, “issuer” or “company”) for the initial public offering of shares and listing on the gem (hereinafter referred to as “this offering”).
Zeng Jun: the sponsor representative of the project, with 11 years of underwriting and sponsor experience, Haitong Securities Company Limited(600837) assistant to the general manager of Beijing Investment Banking Department, with domestic lawyer qualification, is the sponsor representative. He once served as Shanghai Tianyong Engineering Co.Ltd(603895) IPO project sponsor representative, Miracll Chemicals Co.Ltd(300848) IPO project sponsor representative, Cubic Sensor And Instrument Co.Ltd(688665) IPO project sponsor representative, Yantai Ishikawa Sealing Technology Co.Ltd(301020) IPO project sponsor representative, CO sponsor of Zhongyuan special steel refinancing project, China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) major asset restructuring project sponsor, Yantai ice wheel major asset restructuring project sponsor, and China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) non-public offering project sponsor representative. On December 24, 2020, Mr. Zeng Jun was taken by the CSRC to issue a warning letter. Except for such circumstances, Mr. Zeng Jun is not subject to any other major disciplinary action by the stock exchange and other self-discipline organizations, or administrative punishment or major administrative supervision measures by the CSRC.
Shi Bingjie: the sponsor representative of the project, who has three years of underwriting and sponsor experience, Haitong Securities Company Limited(600837) vice president of Beijing Investment Banking Department, has the qualification of domestic lawyer and is the sponsor representative. Mainly participated in Miracll Chemicals Co.Ltd(300848) IPO project and Cubic Sensor And Instrument Co.Ltd(688665) IPO project. Ms. Shi Bingjie strictly abides by the recommendation management measures and other relevant provisions in the practice of recommendation business, and has a good practice record. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
The sponsor appoints He Min as the Project Co sponsor of this offering.
He Min: CO sponsor of the project, with five years of experience in securities related industries, Haitong Securities Company Limited(600837) vice president of Beijing Investment Banking Department, with the qualification of certified public accountant. Mainly involved in Cubic Sensor And Instrument Co.Ltd(688665) IPO projects. Ms. He Min strictly abides by the measures for the administration of recommendation and other relevant provisions in the practice of recommendation business, and has a good practice record.
2. Other members of the project team
Other members of the project team of this offering: Dong Pengyu, Zhang Zhenming, Xu Zihan IV. The issuer recommended this time
Chinese Name: Shipu Testing Technology (Shanghai) Co., Ltd
English Name: Maritime (Shanghai) Co., Ltd
Registered capital: 90 million yuan
Legal representative: Yang Jin
Date of establishment of the company: January 30, 2008
Date of establishment of the joint stock company: December 13, 2019
Address: room 2f306 and 1f106, building 2, No. 2059, Duhui Road, Minhang District, Shanghai
Postal Code: 201108
Tel: 021-64881367
Fax: 021-64881367
mail box: [email protected].
Internet address: www.sepchina.com cn.
Engaged in technology development, technical consultation and technical services in the field of “testing technology”, sales of laboratory equipment (except medical devices), conference services, business consultation, market information consultation and survey (not engaged in social survey, social survey, public opinion survey and public opinion poll).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the gem. 6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
The par value of each share is RMB 1.00
The number of shares issued shall not exceed 30 million, accounting for no less than 25% of the total share capital after issuance
The total share capital after issuance shall not exceed 120 million shares
According to the preliminary inquiry results from offline investors, it shall be determined through negotiation between the issuer and the recommendation institution (the distributor of the main pricing method), or in other ways approved by the CSRC or Shenzhen Stock Exchange
The issuance method adopts the combination of offline inquiry and placement to the inquiry object and online market value subscription and issuance, or other issuance methods recognized by the CSRC
Qualified inquiry objects, self issuing natural persons, legal persons, institutional investors who have opened gem accounts in Shenzhen Stock Exchange and other investors recognized by the CSRC (except those prohibited by national laws and regulations)
Underwriting method: balance underwriting is adopted for this issuance
Proposed listing place: Shenzhen Stock Exchange
7、 Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
1. The sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
2. The issuer or its controlling shareholder, actual controller or important related party does not hold the shares of the recommendation institution or its controlling shareholder, actual controller or important related party;
3. The recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
4. The controlling shareholder, actual controller and important related party of the recommendation institution do not provide guarantee or financing to each other with the controlling shareholder, actual controller and important related party of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer. 8、 Internal audit procedures and core opinions of the recommendation institution on the issuance and listing of securities (I) internal audit procedures
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core.
1. Project review
The sponsor shall review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the “project initiation Review Committee”), and the members of the review committee shall vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) Any securities issuance business project proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shenzhen Stock Exchange shall be established in accordance with the implementation rules for the evaluation of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for review; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For the approved project, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of project due diligence.
2. Application review
The investment banking business department reviews the recommended projects in the form of the application and Review Committee for recommended projects (hereinafter referred to as the “application and review committee”), and the members of the review committee vote on the projects according to their independent judgment and decide whether to submit the projects to the company for approval. The specific procedures are as follows:
(1) Before applying to start the application review procedure, the project team shall complete the acquisition and collection of working papers at the stage of on-site due diligence and submit them to the quality control department for acceptance. If the manuscript is accepted, the project team may apply to start the review procedure of the application review meeting.
(2) After the issuance application documents are prepared and before applying for approval, the project team shall perform the project application and review procedures. The application for application review shall be submitted to the quality control department after being reviewed and approved by the sponsor representative and the leader in charge. The quality control department shall review and issue audit opinions and submit them to the application review meeting for deliberation.
(3) For the projects approved by the application review meeting, the project team shall timely improve the issuance application documents according to the modification opinions of the review meeting, submit the core application documents to the core Department of investment banking business and apply for the core as required.
3. Kernel
The investment banking core department is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of the Haitong Securities Company Limited(600837) investment banking core Committee (hereinafter referred to as the “core committee”). The investment banking core department carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties by holding a core meeting and decides whether to recommend the issuer’s shares, convertible bonds and other securities to the CSRC and Shenzhen stock exchange for issuance and listing. The core committee members express their opinions independently according to their respective duties. The specific work flow is as follows:
(1) The investment banking business department shall submit the application documents to the core department completely, and the incomplete materials shall not be accepted. The list of application documents to be submitted shall be determined by the kernel department.
(2) Before the application documents are submitted to the kernel Committee, the kernel department is responsible for pre examination.
(3) The kernel department is responsible for delivering the application documents to the kernel members, notifying the time of the kernel meeting, and the kernel members review the application documents.
(4) The core department shall conduct audit in accordance with the audit system for Haitong Securities Company Limited(600837) investment banking projects.
(5) Hold a kernel meeting to review the project.
(6) The core department shall summarize and sort out the audit opinions of the core members and feed them back to the investment banking business department and project personnel.
(7) The investment banking business department and project personnel shall reply to the core audit opinions, conduct supplementary due diligence according to the core audit opinions (if necessary), and modify the application documents.
(8) The kernel department shall review the reply and implementation of the kernel audit opinions.
(9) The kernel members independently exercise their voting rights and vote. The kernel organization makes the kernel resolution, which is signed and confirmed by the kernel members attending the meeting.
(10) The projects approved by voting shall be subject to the company’s internal approval procedures before being submitted to the outside world. (II) opinions of the audit committee
2020
