Dongxing Securities Corporation Limited(601198) about Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
of
Issuance recommendation
Sponsor (lead underwriter)
(floor 12 and 15, block B, Xinsheng building, No. 5, Financial Street, Xicheng District, Beijing)
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 meanings of relevant terms or abbreviations in this article are the same as those in the prospectus.
catalogue
Declare that 2 catalog Section 1 basic information of this securities issuance four
1、 Basic information of the recommendation institution and relevant personnel four
2、 Basic information of the issuer of this recommendation four
3、 The relationship between the sponsor and the issuer five
4、 Introduction to the internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation of the sponsor on this securities offering eleven
1、 This offering has fulfilled the necessary decision-making procedures eleven
2、 This offering complies with relevant laws and regulations eleven
3、 Issuer's main risk tips sixteen
4、 Other verification matters twenty-three
5、 The sponsor's evaluation on the development prospect of the issuer twenty-four
6、 Recommendation conclusion of the sponsor twenty-four
Section 1 basic information of this securities issuance
1、 Basic information of recommendation institution and relevant personnel
(I) name of recommendation institution
The sponsor of this securities issuance is Dongxing Securities Corporation Limited(601198) .
(II) name and practice of the sponsor representative
The recommendation representatives designated by the recommendation institution are Zhang Shumin and Zhou Bin.
Zhang Shumin: sponsor representative, who started working in investment banking in 2007, participated in or was responsible for the completion of Sanchuan Wisdom Technology Co.Ltd(300066) , Shenzhen Changhong Technology Co.Ltd(300151) and Jiangxi Sanxin Medtec Co.Ltd(300453) , Jiangxi Yuean Advanced Materials Co.Ltd(688786) and other IPO projects, Jiangxi Wannianqing Cement Co.Ltd(000789) , Vatti Corporation Limited(002035) and other non-public offering projects, with rich experience.
Zhou Bin: sponsor representative. He began to work in investment banking in 2008. He participated in or was responsible for Dr.Peng Telecom&Media Group Co.Ltd(600804) , Zhenjiang Dongfang Electric Heating Technology Co.Ltd(300217) , Valin Xingma, Hangzhou Cable Co.Ltd(603618) , Zhongke Xincai, Beijing Kaiwen Education Technology Co.Ltd(002659) , Jiangxi Yuean Advanced Materials Co.Ltd(688786) and other IPO or refinancing projects with rich experience.
(III) Co sponsors of this securities issuance project and other project team members
Co organizer of the project: Li Xueyan, a graduate student, began to work in investment banking in 2020. She once worked in listed companies and participated in refinancing projects such as non-public offering, asset restructuring, restricted stock incentive plan, convertible corporate bonds, medium-term notes and transfer of controlling shares.
Other members of the project team: Huang Bin, LV Jiaquan and Yang Yiqing.
2、 Basic information of the issuer recommended this time
Company name: Jiangxi Sunshine Dairy Co., Ltd
English name of the company: Jiangxi Sunshine Dairy Co., Ltd
The registered capital is 211.96 million yuan
Legal representative: Hu Xiaoyun
Date of establishment: December 30, 2008
Business scope: dairy production, beverage production, food business (sales of prepackaged food), livestock breeding (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
Company domicile: No. 1, Daishan East Road, Qingyunpu District, Nanchang City, Jiangxi Province
Postal code 330043
Tel: 079185278434
Fax No.: 079185273187
website http://www.6103758.com./
E-mail [email protected].
Stock type: RMB ordinary shares (A shares)
The par value of each share is 1.00 yuan
The number of shares issued shall not exceed 70.7 million new shares publicly issued, which shall not be less than 25.00% of the total share capital after issuance
3、 Relationship between the sponsor and the issuer
(I) shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the sponsor or its controlling shareholders, actual controllers and important related parties
The sponsor or its controlling shareholders, actual controllers and important related parties do not hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties, and there is no situation that will affect the fair performance of the sponsor's responsibilities.
(II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties, and do not affect the fair performance of the recommendation duties of the recommendation institution and the recommendation representative.
(III) the rights and interests of the issuer owned by the recommendation representative of the recommendation institution and their spouses, directors, supervisors and senior managers, and their positions in the issuer
The recommendation representative of the recommendation institution and its spouse, directors, supervisors and senior managers do not have the rights and interests of the issuer or hold positions in the issuer.
(IV) 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
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 guarantee or financing to each other.
(V) other related relationships between the sponsor and the issuer
There is no other relationship between the recommendation institution and the issuer that needs to be explained.
4、 Brief introduction and core opinions of the internal audit procedures of the recommendation institution
The sponsor has established perfect internal control systems such as due diligence system, counseling system, internal verification system, continuous supervision system, continuous training system and recommendation working paper system.
According to the requirements of the guidelines on internal control of investment banking business of securities companies issued by the CSRC, the recommendation business of the recommendation institution has established three internal control lines of defense, specifically: (I) the project team and business departments constitute the first line of defense; (II) the quality control department forms the second line of defense; (III) the core management department, compliance and legal department and other relevant departments constitute the third line of defense.
The internal project audit process of the sponsor mainly includes project approval review process, quality control audit process, core process and subsequent management process.
(I) project initiation review process
The investment banking business management committee of the recommendation institution sets up a recommendation underwriting and M & a business project approval team (hereinafter referred to as the "project approval team") as the project approval agency of the recommendation underwriting and M & a business, and makes a decision on whether to approve the investment banking project. The specific process is as follows:
1. Project initiation application and internal audit of business department
After preliminary due diligence, the project team believes that the project meets the project initiation standards of the sponsor, and submits the self-examination form of conflict of interest and relevant supporting materials, project initiation application report and other materials that help to understand the quality and risks of the project.
The full-time compliance personnel of the business department shall review the conflict of interest and express clear opinions on the review results. The person in charge of the project and the person in charge of the business department shall review the full set of project initiation application documents and sign the review opinions.
2. Reviewed by quality control department and legal compliance department
The quality control department shall check and judge whether the project meets the project approval standards and conditions, and issue clear audit opinions.
The compliance and legal department reviews the conflict of interest and gives clear opinions.
3. Project review and voting
The quality control department has set up a project team Secretary organization to be responsible for arranging project approval and deliberation. On the basis of adhering to the principle of avoidance, select project initiation members from the list of project initiation team members and send project initiation materials to project initiation members.
The project review and voting meet the following conditions: (I) the number of members participating in the project review shall not be less than 5; (II) the number of members from the internal control department shall not be less than 1 / 2 of the total number of members participating in the voting. Within three working days after receiving the project approval materials, the project approval team shall make a decision on whether the project can be approved in the form of closed, registered and independent voting by means of on-site, communication and written voting. If the number of affirmative votes reaches more than 2 / 3 (including) of the members participating in the voting, it shall be adopted by vote.
On July 31, 2020, the approval of the project initiation team reached more than 2 / 3 of the members participating in the voting, which was passed by vote.
(II) quality control audit process
After the project team completes the due diligence, the working papers are fully prepared and the application documents are fully prepared, the project team and the business department apply to the quality control department for quality control audit after internal audit.
The quality control department assigns Zhao zhaihong, Zhai Zhihui and Quan ting to check the project, including: checking the issuer's main office, production department and warehouse, and investigating the issuer's production process, technology, equipment operation and other production and business activities; Consult working papers and application documents (first draft); Interview with the issuer's management personnel and project team.
The quality control auditor shall check and judge whether the project meets the core standards, whether the application documents meet the requirements, whether the project team is diligent and responsible, the problems needing key attention and main risks, and issue the preliminary quality control audit report on March 13, 2021.
According to the review opinions of the quality control department, the project team shall conduct supplementary verification, modify and improve the application materials, and timely and carefully reply to the relevant problems in the preliminary quality control report.
After issuing the acceptance opinions, the quality control auditors will issue the project quality control report on April 22, 2021, review the due diligence working paper, issue clear acceptance opinions on whether the basis of relevant professional opinions and recommended documents is sufficient and whether the project team is diligent and responsible, and list the problems in doubt or needing attention of the project and submit them to the kernel meeting for discussion.
(III) kernel process
The sponsor has set the core management department as the permanent core organization, the core Committee as the non permanent core organization, and set up a core person in charge to be fully responsible for the core work. The core process of the sponsor is as follows: 1. Preliminary review by the core management department
The nuclear management department assigned Zhang Li and Li Quan'an to check the project, issued an on-site inspection report on March 12, 2021, and the project team responded in a timely and serious manner.
On April 26, 2021, the kernel management department completed the audit of project materials and documents, issued kernel audit opinions and sent notice of kernel meeting.
2. Ask nuclear procedure
The audit meeting was held on April 26, 2021. The audit meeting focused on the risks and problems found in the practice process such as due diligence and internal control process such as quality control.
3. Nuclear conference consideration
The nuclear management department submitted the nuclear materials to the nuclear Committee for consideration on April 26, 2021 after performing the preliminary review and nuclear interrogation procedures.
The kernel meeting is held in the form of on-site, communication and other meetings. The kernel committee members participate in the kernel meeting in their personal capacity, express their opinions independently and exercise their voting rights without interference from any department or individual. The voting of the core meeting shall be in the form of closed, open and independent voting, and the one person one vote system shall be implemented. The voting votes shall be affirmative and negative, and the core members shall not abstain. When the kernel meeting is held and voted, the number of members participating in the kernel meeting shall not be less than 9, the number of members from the internal control department shall not be less than one-third of the total number of members participating in the meeting, and at least one compliance manager shall participate in the voting. On April 29, 2021, the nuclear conference passed by unanimous vote.
The core management department shall urge the project team to implement the core opinions, and the project team shall perform the signing and approval procedures and submit the application documents to the CSRC.
(IV) follow up management process
The recommendation institution's disclosure of continuous supervision, entrusted management, annual asset management and other reports shall comply with the quality control procedures reviewed by the quality control department and the core procedures reviewed in writing by the core management department. Before submission, submission, issuance or disclosure of materials and documents such as feedback response report, opinion response report of the issuance and examination committee, report on the verification of report letter, professional opinions on post meeting matters and supplementary disclosure, the quality control procedures reviewed by the quality control department and the core procedures reviewed in writing by the core management department shall be performed.
Section 2 commitments of the recommendation institution
For the recommendation of this issuance, the recommendation institution shall promise that it has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC, agreed to recommend the issuance and listing of the issuer's securities, and hereby issued this issuance recommendation letter.
The recommendation institution shall make the following commitments in accordance with the measures for the administration of securities issuance and listing recommendation business:
(I) 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;
(II) 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;
(III) 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;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) 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;
(VI) letter of guarantee and recommendation
