about
Recommendation letter of Beijing Zhongke Jiangnan Information Technology Co., Ltd. for IPO and listing on GEM
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
catalogue
catalogue Section 1 basic information of this securities issuance two
1、 Introduction to the staff of the recommendation institution two
2、 Basic information of the issuer III. interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
Ming four
4、 Kernel Overview Section 2 commitment of the sponsor 7 Section III recommendations for this securities offering eight
1、 Recommendation conclusion eight
2、 Description of relevant decision-making procedures for this securities issuance eight
3、 Explanation that this securities issuance meets the issuance conditions stipulated in the securities law IV. this securities issuance complies with the provisions of the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Description of conditions V. the issuer and its controlling shareholder Grg Banking Equipment Co.Ltd(002152) comply with the provisions of the rules for the spin off of listed companies (for Trial Implementation) Vi. explanation that the securities issuance meets the issuance conditions specified in the Shenzhen Stock Exchange GEM Listing Rules
...... 7. The securities issuance complies with the Interim Provisions of Shenzhen Stock Exchange on the application and recommendation for the issuance and listing of gem enterprises
Special description VIII. Notice on special inspection of 2012 annual financial report of initial public offering companies
Special description of the verification of the following items twenty-one
9、 Verification opinions on commitments twenty-five
10、 Verification opinions on the performance of filing procedures by shareholders of private investment funds 25 Xi. On the rationality of dilution of immediate return, measures to fill in immediate return and commitments of relevant commitment subjects
Verification opinion of item 26 XII. Verification on strengthening the risk prevention of securities companies engaging a third party in investment banking business
opinion...... twenty-six
13、 Verification conclusion on share locking twenty-nine
14、 Verification conclusion on the financial and operating conditions after the audit deadline of the financial report twenty-nine
15、 Issuer's main risk tips twenty-nine
16、 Evaluation on the development prospect of the issuer thirty-three
Huatai United Securities Co., Ltd
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
Letter of recommendation for initial public offering and listing on GEM
Beijing Zhongke Jiangnan Information Technology Co., Ltd. (hereinafter referred to as the "issuer" and "Zhongke Jiangnan") applies for initial public offering in China and listing on the gem, and submits the issuance application documents in accordance with the company law, the securities law, the measures for the registration and administration of initial public offering on the gem (for Trial Implementation), the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant laws and regulations. Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as the sponsor of its application for initial public offering and in the gem, Zheng Shijie and Chen Chaoran, as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for it.
The sponsor Huatai United Securities and the sponsor representatives Zheng Shijie and Chen Chaoran promise: the sponsor and the sponsor representative are honest, trustworthy, diligent and responsible in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, and issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, And ensure the authenticity, accuracy and completeness of the documents issued.
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
1. Sponsor representative
Zheng Shijie and Chen Chaoran are the sponsor representatives specifically responsible for recommendation this time. The practice of its recommendation business is as follows:
Zheng Shijie, director of Investment Banking Department of Huatai United Securities Co., Ltd. and sponsor representative. He has presidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresidepresideand participated in and participated in and participated in and participated in the past and has presidepresidepresidepresidepresidepresidepresidepresideand participated in and participated in and participated in the past and presidepresidepresidepresidepresidepresideand participated in and participated in and participated in the past and presidepresidepresidepresidepresidepresidepresidepresidepresideand participated in and participated in kerming's face industry (small board) IPO (small board), IPO of the company's face (small board) (small board), IPO of the Poten Environment Group Co.Ltd(603603) 61612 \ (small and medium-sized board) Guangbo Group Stock Co.Ltd(002103) (small and medium-sized board) and other listed companies or companies to be listed, with rich experience in investment banking.
Chen Chaoran, vice president of Investment Banking Department of Huatai United Securities Co., Ltd. and sponsor representative, has 7 years of working experience in investment banking. As a major member, he participated in Chunli medical A-share IPO, China Telecom Corporation Limited(601728) A-share IPO, Mls Co.Ltd(002745) major asset restructuring, Westone Information Industry Inc(002268) non-public offering, Hc Semitek Corporation(300323) non-public offering, Guangbo Group Stock Co.Ltd(002103) major asset restructuring, Hengyi Petrochemical Co.Ltd(000703) non-public offering, Beijing Highlander Digital Technology Co.Ltd(300065) major asset restructuring and other projects.
2. Project Co sponsor
Zhang Hang is the co organizer of the initial public offering project of Zhongke Jiangnan, and his practice of recommendation business is as follows:
Zhang hang, senior manager of Investment Banking Department of Huatai United Securities Co., Ltd., has mainly participated in Kangping Technology (Suzhou) Co.Ltd(300907) (GEM) IPO, Cachet Pharmaceutical Co.Ltd(002462) (SME board) non-public offering and other projects.
3. Other project team members
Other members of the project team who participated in the recommendation of the initial public offering of shares in Zhongke Jiangnan also include Dong Ruichao, pan hang, Zhang Peicheng, Jin Panpan and Wang Yutong.
2、 Basic information of the issuer
1. Company name: Beijing Zhongke Jiangnan Information Technology Co., Ltd
2. Registered address: room 1710, building 8, No. 68, Wanquanhe Road, Haidian District, Beijing
3. Date of establishment: November 8, 2011
4. Registered capital: 81 million yuan
5. Legal representative: Luo Panfeng
6. Contact: 01082650616
7. Business scope: technology development, technical service and technical consultation; Basic software services and application software services; Software development and software consulting; Information system integration service; Sales of computers, software and auxiliary equipment; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.4).
(market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
8. Type of securities issuance: initial public offering of A-Shares and listing on GEM
3、 Description of the interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
Huatai United Securities confirmed after self inspection that as of the issuance date of this recommendation:
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties or by participating in the strategic placement of this offering:
If the issuer or this offering meets the following investment requirements of the recommendation institution, the recommendation institution will arrange the alternative investment subsidiary established according to law or the alternative investment subsidiary established according to law by the securities company actually controlling the recommendation institution (hereinafter referred to as "relevant subsidiary") to participate in the strategic placement of this issuance, which shall be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange. If the relevant subsidiaries participate in the strategic placement of this offering, the relevant subsidiaries do not participate in the inquiry process and accept the final result of the inquiry. Therefore, the above matters have no impact on the fair performance of the recommendation responsibilities of the recommendation institution and the recommendation representative.
In addition, 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.
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) 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;
(IV) the controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantees or financing to each other;
(V) there is no other related relationship between the recommendation institution and the issuer.
4、 Kernel overview
(I) description of internal audit procedure
1. The project team applies for the kernel
On September 6, 2020, after the application documents for this securities issuance were basically complete, the project team submitted a kernel application to the quality control department and submitted the kernel application documents.
2. Pre qualification of quality control department
After receiving the kernel application, the quality control department will send personnel to the project site for on-site kernel pre-trial on September 7, 2020. After the on-site nuclear pre-trial work, a written nuclear pre-trial opinion was issued on September 18, 2020.
According to the written opinions of the nuclear prequalification personnel, the project team shall check the relevant issues, modify, supplement and improve the application documents, and submit the special reply to the nuclear prequalification opinions to the quality control department after the verification and modification are completed. After the reviewers of the quality control department review the reply to the preliminary review comments and complete the acceptance of the project working paper, the reviewers of the quality control department issue the quality control report.
3. Verification by compliance and risk management department
The compliance and risk management department checks the project before the nuclear meeting in the form of a meeting. The audit committee is organized by the compliance and risk management department, and the participants include the person in charge of the recommendation business of Huatai United Securities (the person in charge of the recommendation business department), the personnel of the compliance and risk management department, the auditors of the quality control department, and the project signature recommendation representative. The examiner inquired about the important matters listed in the checklist on due diligence of important matters of sponsor projects one by one, and the sponsor representative explained the verification process, verification means and verification conclusion of relevant matters one by one.
The examiner pointed out the problems and deficiencies of the project team in the process of due diligence on important matters according to the examination of the examination and working papers, and asked the project team to make rectification. The project team shall conduct supplementary due diligence on relevant matters according to the requirements of the audit team, and supplement and improve the corresponding working papers.
4. Review of kernel team meeting
After completing the audit of the quality control department and performing the audit procedures, the compliance and risk management department considered that the project of Zhongke Jiangnan's initial public offering of shares and listing on the gem met the conditions for submission to the company's investment bank equity financing business core group meeting for review, that is, it was arranged to hold the company's investment bank equity financing business core group meeting for review on October 16, 2020.
The notice of the meeting, the core application documents, the reply to the pre-trial opinions and other documents were sent to the members of the core team in the form of electronic documents 3 working days (including) before the meeting.
On October 16, 2020, Huatai United Securities held the 111th core group meeting of equity financing business of investment bank in 2020 in the form of teleconference in the conference room where the offices of various departments of investment bank in Beijing, Shanghai, Shenzhen and Nanjing. A total of 7 members of the kernel team participated in the meeting, and the review results were valid.
All the members of the kernel team attending the meeting reviewed the kernel application documents submitted by the project team and the special replies to the pre-trial opinions of the kernel before the meeting. During the meeting, the members of each core group spoke one by one to explain the issues they thought might constitute obstacles to the issuance and listing. For the contents not clearly stated in the application documents, the project team is required to make further explanation. After full communication with the project team, propose further solutions to be taken.
The core review meeting adopts closed, open and independent voting. The voting results are divided into three cases: pass, veto and suspension of voting. Members of the review team shall vote independently according to the review and send their voting opinions to the mailbox designated by the compliance and risk management department.
If the application for approval is approved by more than 2 / 3 of the votes of the members participating in the meeting, the approval result is passed; If the "no" vote is more than 1 / 3, the result is veto; The kernel result corresponding to other voting conditions is "suspension of voting". Members of the review team can agree unconditionally or conditionally that the project passes the nuclear review. If they agree conditionally, specific opinions shall be indicated. Through full discussion, the core meeting reviewed the project of Zhongke Jiangnan's initial public offering and listing on the gem, and the voting result was passed.
5. Implementation of the opinions of the core group
After the core group meeting, the compliance and risk management department shall summarize the contents of the audit opinion form, form the final core group opinion, and send it to the project team in the form of notification of internal audit results. In the notice of core results, it clearly states whether the application for securities issuance has passed the internal audit procedures, and lists the problems that need further verification and the requirements for revision of the application documents. The project team shall take solutions according to the opinions of the kernel team and conduct supplementary verification or information disclosure. After confirming that the contents mentioned in the opinions of the core group have been implemented, the quality control department and the compliance and Risk Management Department formally agree to issue a formal recommendation document for the issuer to recommend its initial public offering and listing on the gem.
(II) comments on the core
On October 16, 2020, Huatai United Securities held the 111th core meeting of equity financing business of investment banks in 2020, which approved the core application of Zhongke Jiangnan's initial public offering of shares and listing on the gem. The review opinions of the members of the core team are as follows: the core application of Zhongke Jiangnan initial public offering project submitted by your team was adopted after discussion and voting at this meeting.
Section II commitment of recommendation institution
Huatai United Securities promises that it has complied with laws, administrative regulations, China Securities Regulatory Commission and the stock exchange
