Haitong Securities Company Limited(600837)
about
Jiangsu Juncheng Electronic Technology Co., Ltd. made an initial public offering and was listed on the gem
of
Recommendation work report
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
January 2002
Statement
The recommendation institution and the designated recommendation representative have been 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") Relevant laws and regulations such as 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 the relevant provisions of the CSRC and Shenzhen Stock Exchange are honest, trustworthy, diligent and responsible, This recommendation work report is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
Unless otherwise specified or specified in the context, the interpretation in this offering recommendation work report has the same meaning as the prospectus of Jiangsu Juncheng Electronic Technology Co., Ltd. for initial public offering of shares and listing on GEM.
catalogue
catalogue Section 1 project operation process three
1、 The internal audit department and functions of the recommendation institution three
2、 Internal audit process of sponsor project four
3、 The approval process of the sponsor for the project six
4、 The sponsor's implementation process of the project six
5、 The review process of the project by the internal verification department of the sponsor ten
6、 The review process of the sponsor's approval committee for this project Section II problems existing in the project and their solutions thirteen
1、 Project evaluation decision-making opinions and deliberations thirteen
2、 Verification of the sponsor on matters related to the audit points of gem issuance and listing 18 III. main problems and solutions found and concerned by project executive members in the process of due diligence.130
4、 Opinions and specific implementation of the internal verification department one hundred and thirty-one
5、 Opinions and specific implementation of the nuclear Committee one hundred and fifty-nine
6、 The implementation of the verification procedures by the recommendation institution one hundred and seventy-one
7、 Verification of the sponsor on the issuer's implementation of the cash dividend policy VIII. Recommendation by the recommendation institution on the issuer and its controlling shareholders, directors, supervisors and senior managers of the company
Verification opinions on commitments and binding measures one hundred and seventy-six
9、 Verification of the sponsor on the authenticity of the issuer's financial information one hundred and seventy-six
10、 Verification of the sponsor's business status after the audit deadline of the issuer one hundred and seventy-seven
11、 Verification of the issuer's private investment fund filing one hundred and seventy-seven
12、 The recommendation institution verifies the professional opinions issued by the securities service institution one hundred and seventy-eight
Section I project operation process
1、 Internal audit department and functions of the recommendation institution
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " and "the sponsor") has established three internal control lines for investment banking business, namely "project team, investment banking business department", "quality control department", "core department, compliance legal department and risk management department".
The project team and investment banking business department shall be honest and trustworthy and earnestly perform their corresponding responsibilities in accordance with laws, regulations, rules and other normative documents, industry norms and self-discipline rules, and the company's internal rules and regulations. The sponsor representative shall ensure that the project meets the relevant requirements of laws, regulations, normative documents and self-discipline rules; Ensure that there are no false records, misleading statements or major omissions in the project application or filing materials, materials and documents submitted, submitted, issued or disclosed in the name of the company, and bear direct responsibility for their authenticity, accuracy, integrity, timeliness and preparation quality.
The quality control department is the permanent working organization for the quality control of the investment banking business of the sponsor. Through the dynamic tracking and management of the investment banking business throughout the whole process and all links, the quality control department maximizes the pre risk control, and performs the responsibilities of project quality control and in-process risk management of investment banking business.
The 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 business core Committee (hereinafter referred to as the "core committee"). The 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.
Haitong Securities Company Limited(600837) the core Committee of investment banking business performs its duties by holding a core meeting to decide whether to recommend the issuance and listing of the issuer's shares, convertible bonds and other securities to the CSRC and Shenzhen Stock Exchange. The core members express their opinions independently according to their respective duties.
The compliance legal department and risk management department shall perform the compliance and risk management responsibilities related to investment banking business in accordance with laws, regulations, rules and other normative documents, industry norms and self-discipline rules, and the company's internal rules and regulations.
The sponsor has established complete investment banking business systems and internal control systems such as due diligence system, counseling system, internal verification system, continuous supervision system, continuous training system and sponsor working paper system. II. Internal audit process of sponsor projects
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core. (I) 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 and decide whether to approve the project initiation. 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.
(II) application for review
The recommendation institution reviews the recommendation project in the form of the recommendation project application and Review Committee (hereinafter referred to as the "application and review committee"), and the members of the review committee vote on the project according to their independent judgment and decide whether to submit the project 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 internal nuclear department and apply for the core as required. (III) core
The core department is the core Department of the investment banking business of the recommendation institution and is responsible for the daily affairs of the core Committee. The 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. 3、 The approval process of the sponsor for the project
The approval process of the project is as follows:
Project application date: May 21, 2020
Project evaluation and decision-making time: May 26, 2020
Xu can, Miao Jiayi, Zhang Xiaofeng, Yang Zhao, Xiao Jie, members of the project evaluation decision-making body
4、 Implementation process of the sponsor for the project (I) executive members of the project
The executive members of the project are as follows:
Sponsor representatives He Li and Wu Jun
Project Co organizer Xi Xie
Project team members Zhao Zixin, Yu Qi, Dai Ao, Qiu Hao and Li Qian
(II) mobilization time of the project
For the issuer's issuance, the project team enters the site in stages, and the working hours are as follows:
Working phase working time
Due diligence phase may 2020 - present
Counseling stage: July 2020 - December 2020
Preparation stage of application documents September 2020 December 2020
Internal verification stage: September 2020 - December 2020
(III) main process of due diligence
The institution is employed by Jiangsu Juncheng Electronic Technology Co., Ltd. as the sponsor and lead underwriter of its initial public offering and listing on the gem. In this recommendation work, the recommendation institution shall, in accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the due diligence of sponsors, the guidelines for the working papers of securities issuance and listing recommendation business, and the opinions on Further Strengthening the supervision of recommendation business The issuer has been carefully and independently investigated in accordance with the requirements of relevant regulations such as the guidelines on information disclosure related to profitability in the prospectus of initial public offering and listed companies. For this due diligence, all members of the project team confirm that they have fulfilled their due diligence obligations.
The investigation of the sponsor is conducted in accordance with the company law, securities law, registration management measures and other current effective laws, regulations, departmental rules and normative documents in China. During the investigation, the project team implemented the necessary due diligence procedures.
1. The scope of due diligence mainly includes:
Risk factors, basic information of the issuer, business and technology, corporate governance and independence, financial and accounting information and management analysis, application of raised funds and future development planning, investor protection and other issues needing attention.
2. During the investigation, we have implemented necessary due diligence procedures, mainly including:
(1) Successively issue due diligence outlines to the issuer and its functional departments, the issuer's shareholders and related parties, investigate and understand the issuer's business and functional departments, collect documents and materials related to the project, and consult and analyze them;
(2) Repeatedly interviewed the issuer's directors, supervisors, senior managers, core technicians, other relevant staff, shareholders and actual controllers to understand the issuer's operation and management related to the project;
(3) Discuss major issues through regular meetings and intermediary coordination meetings; And conduct long-term communication and relevant inquiry and investigation with the lawyer of the issuer and the handling personnel of the audit institution;
(4) Conduct on-the-spot investigation on the issuer's main production and operation sites and understand the issuer's business process, the use of fixed assets and the early investment of the investment project with raised funds;
(5) In accordance with the principle of importance and prudence, we conducted on-site visits to the issuer's main suppliers and customers, especially paid attention to the main new suppliers and customers during the reporting period, and learned about the issuer's procurement and sales, the relationship between suppliers and customers, the upstream and downstream relationship of the industry, etc, And check the issuer's revenue and cost recognition, accounts receivable and accounts payable balance of major customers by letter and other means; (6) Visit local banks, check the list of fixed assets of the issuer, check the use of fixed assets, check the detailed statement of income, cost, expense and other relevant financial data, and understand the financial status of the issuer.
3. Main contents and process of due diligence
The main contents and process of due diligence of the project are as follows:
Main contents of verification
