Jiangsu Huachen Transformer Co., Ltd
Appendix (table of contents) to the letter of intent for initial public offering 1. Issuance recommendation 2. Financial statements and audit report 3. Internal control assurance report 4. Non recurring profit and loss statement verified by certified public accountants 5. Legal opinion 6. Lawyer work report 7. Articles of Association (Draft) 8. Reply on Approving the initial public offering of shares of Jiangsu Huachen Transformer Co., Ltd
Yongxing Securities Co., Ltd. about Jiangsu Huachen Transformer Co., Ltd
Initial public offering
Issuance recommendation letter
Sponsor (lead underwriter)
(floors 8-11, No. 565 and 577, Haiyan North Road, Yinzhou District, Ningbo City, Zhejiang Province)
April, 2002
Statement
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 In accordance with the administrative regulations and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), we are honest, trustworthy, diligent and responsible, issue this 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, the abbreviation and interpretation in this report are the same as those in the prospectus of the issuer.
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 the 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 issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation 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 2 commitments of the sponsor 7 Section III recommendation on this securities issuance eight
1、 The decision-making procedures for the performance of this securities issuance eight
2、 This securities issuance meets the issuance conditions stipulated in the securities law eight
3、 The securities issuance meets the issuance conditions specified in the measures for the administration of initial public offering ten
4、 Verification of the issuer’s private investment fund filing fifteen
5、 Verification conclusion of the issuer’s operating conditions after the audit deadline sixteen
6、 Main risks of the issuer sixteen
7、 Market prospect analysis of the issuer twenty-two
8、 Verification on the paid employment of third-party institutions and individuals twenty-seven
9、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 28 special power of attorney of the sponsor representative of Yongxing Securities Co., Ltd thirty
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Yongxing Securities Co., Ltd. (hereinafter referred to as “Yongxing securities” or “the sponsor”). 2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business
The sponsor appointed Qian Liyan and Chen Shupei as the sponsor representatives of Jiangsu Huachen Transformer Co., Ltd. (hereinafter referred to as “Jiangsu Huachen” and “issuer”) for the initial public offering of shares (hereinafter referred to as “this offering”).
1. Qian Liyan, managing director of Investment Banking Department of Yongxing Securities Co., Ltd., sponsor representative, master of law from Peking University, qualified as a lawyer and certified public accountant. She has presidepresidepresidepresidepresideor participated in or participated in the first public offering of the first public offering of the 3 Shenzhen Overseas Chinese Town Co.Ltd(000069) Yoozoo Interactive Co.Ltd(002174) convertible bonds, etc.
2. Chen Shupei, business director of Investment Banking Department of Yongxing Securities Co., Ltd., sponsor representative, certified public accountant, master of accounting from Fudan University. The projects that I have been responsible for or participated in include Putian iron core, Anhui Xinbo Aluminum Co.Ltd(003038) , mallow medical, wangbian electric and other initial and initial counseling projects, Guangdong Senssun Weighing Apparatus Group Ltd(002870) major asset restructuring projects, green biology, Chaogu shares, Yuanmao shares and other national small and medium-sized enterprise share transfer system listing projects. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
The sponsor designated Jiang Min as the Project Co organizer of this offering.
Jiang Min, business director of Yongxing securities investment banking department, sponsor representative, certified public accountant. Projects that have been presided over or participated in include: Beijing Sanlian Hope Shin-Gosentechnical Service Co.Ltd(300384) , Nanjing Hicin Pharmaceutical Co.Ltd(300584) and other initial projects Nanjing Public Utilities Development Co.Ltd(000421) , Xuzhou Handler Special Vehicle Co.Ltd(300201) , Huawei culture and other major asset restructuring projects; Huawei culture, Sf Diamond Co.Ltd(300179) and other equity refinancing projects, Zhongji health control transfer project, shenkangjia’s acquisition of Yikang technology project.
2. Other members of the project team
Other members of the project team of this offering: Qiu Li, Yin Leigang, Xu Haolin, Wu Kaicheng (resigned) and Huang Huiya. 4、 The issuer of this recommendation
Jiangsu Huachen Transformer Co., Ltd
English Name: Jiangsu Huachen Transformer Co., Ltd
Registered capital: 120 million yuan
Legal representative: Zhang Xiaojin
Date of establishment: September 4, 2007
Business term: September 4, 2007 to no fixed term
Address: North of Qianjiang road and east of Yinshan road in the second industrial park of Tongshan Economic Development Zone, Xuzhou City, Jiangsu Province
Postal Code: 221116
Tel.: 051685056699
Fax: 051685056699
Internet address http://www.hcbyq.com./
E-mail [email protected].
Import and export of goods; Technology import and export; Import and export agency; Installation, repair and test of power facilities (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). General items: manufacturing of transformers, rectifiers and inductors; Manufacturing of distribution switch control equipment; Manufacturing of power transmission and distribution and control equipment; Sales of intelligent power transmission and distribution and control equipment; Distribution switch control equipment sales; Research and development of distribution switch control equipment; Research and development of efficient and energy-saving technology in power industry; Research and development of offshore wind power related systems; Manufacturing of photovoltaic equipment and components; Photovoltaic business scope: Sales of equipment and components; Centralized fast charging station; Charging pile sales; Manufacturing of power facilities and equipment; Manufacturing of mechanical and electrical equipment; Sales of special equipment, key systems and components for rail transit; Sales of wind turbine units and parts; Sales of electrical and mechanical equipment; Manufacturing of power electronic components; Sales of power electronic components; Electrical equipment repair; Wire and cable business; Lubricating oil sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Parking service; Non residential real estate leasing (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license).
5、 Type of securities issuance
An initial public offering and listing of shares of a company limited by shares. 6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
The par value of each share is RMB 1.00
The number and proportion of shares issued shall not exceed 40 million, accounting for no less than 25% of the total share capital of the issuer after issuance; This issuance is a public offering of new shares, and no public offering of shares by the company’s shareholders is arranged
The issue price will be determined through consultation between the company and the lead underwriter according to the preliminary inquiry results, or in other ways approved by the CSRC
This offering is conducted through the combination of offline inquiry and placement to qualified investors and online pricing and issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts with a certain market value in Shanghai issuance market
The issuing objects are qualified inquiry objects and investors such as natural persons and legal persons in China who open accounts in Shanghai Stock Exchange (except those prohibited by national laws and regulations)
Underwriting method: balance underwriting
Stock exchange to be listed Shanghai Stock Exchange VII. Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
The recommendation institution and the issuer do not have the following circumstances:
1. The sponsor or its controlling shareholder, actual controller and important related party hold the shares of the issuer or its controlling shareholder, actual controller and important related party;
2. The issuer and its controlling shareholders, actual controllers and important related parties hold the shares of the sponsor or the controlling shareholders, actual controllers and important related parties of the sponsor;
3. The recommendation representative designated by the recommendation institution and their spouses, directors, supervisors and senior managers have the rights and interests of the issuer and hold positions in the issuer, which may affect the fair performance of the recommendation duties;
4. The mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the sponsor and the controlling shareholder, actual controller and important related party of the issuer;
5. Other related relationships between the sponsor and the issuer. 8、 The sponsor’s internal audit procedures and opinions on this securities issuance and listing
(I) internal audit procedure
1. Project approval stage audit
After conducting detailed due diligence on the issuer’s historical evolution, business and technology, financial information, organizational structure and internal control, and the use of raised funds, the project team submitted an application for project initiation to the sponsor on January 26, 2021.
On February 3, 2021, according to the relevant measures of the sponsor’s project initiation management, the sponsor’s project initiation Committee held the project initiation meeting. Zhang Tiantian, Zhou Sulin, Yang Yang, Wang Qi and Guo Linchang, members of the project initiation Committee, attended the project initiation meeting. After full discussion among the members of the project establishment committee, Jiangsu Huachen’s initial public offering and listing project was approved.
2. Kernel phase audit
The project team applied for quality acceptance before the on-site inspection of the internal verification department, and then submitted relevant materials. The quality control department and the core department organized personnel to conduct on-site inspection on the issuer from March 22 to March 26, 2021. The inspectors inspected the issuer’s office and production base to understand the issuer’s production process, equipment, production technology and other aspects; Mainly interviewed the relevant principals of the Issuer on the issuer’s industry status, business prospects, sales model, advantages and disadvantages in market competition, main competitors, raised investment projects, financial status, important accounting policies, etc; Checked the completion of the due diligence working paper of the project team.
After the on-site inspection, the quality control department will sort out the problems found in the material verification and on-site investigation, form the preliminary quality control review opinions and feed them back to the project team. After receiving the preliminary review opinions of quality control, the project team issued a reply to the preliminary review opinions of quality control, and modified the application documents according to the preliminary review opinions of quality control.
The quality control department shall issue the project quality control report and the manuscript acceptance report in combination with the verification, the acceptance of the working manuscript and the reply to the on-site verification report. After the working manuscript is accepted and confirmed by the quality control department, the kernel department shall start the kernel review procedure. After reviewing the application materials of the project team, the kernel department shall submit them to the kernel Committee for review.
On April 11, 2021, the sponsor implemented the verification procedure for the project. Zhao Jing and Ni Lingjun of the core Department of the recommendation agency checked the two recommendation representatives Qian Liyan and Chen Shupei of the project. The examiner inquired about the due diligence work of the project, and inquired in detail about the implementation of the verification scope, verification method and other verification items listed in the checklist on due diligence on important matters of sponsor projects.
(II) opinions of the audit committee
On April 16, 2021, the core Committee of the sponsor held a core meeting on Jiangsu Huachen’s application for IPO and listing. There are 7 core members of Yongxing securities attending the core meeting of the project, including Zhang Tiantian, Zhao Yuan, Zhao Jiangning, Guo Linchang, Shen Jiaxiang, Zhou Sulin and Zhao Jing. After voting, the kernel committee considered that the application documents of the issuer met the relevant requirements of relevant laws, regulations and normative documents on IPO and listing, and agreed to recommend the issuance and listing of the issuer’s shares.
Section 2 commitments of the recommendation institution
The sponsor promises:
1、 The sponsor has conducted due diligence on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC
