Haitong Securities Company Limited(600837)
About Jiangsu Juncheng Electronic Technology Co., Ltd. IPO and listing on GEM
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
January 2002
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 nineteen
4、 The securities issuance meets the issuance conditions specified in the registration management measures twenty-one
5、 Verification of the issuer’s private investment fund filing twenty-six
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline twenty-seven
7、 Main risks of the issuer twenty-seven
8、 Market prospect analysis of the issuer thirty-four
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals thirty-five
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 36 Annex: thirty-seven
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”). 2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business
The sponsor appointed He Li and Wu Jun as the sponsor representatives of Jiangsu Juncheng Electronic Technology Co., Ltd. for the initial public offering of shares and listing on the gem (hereinafter referred to as “the offering”).
He Li: the sponsor representative of the project, Haitong Securities Company Limited(600837) senior vice president of investment banking department, has been engaged in investment banking business since 2017, and has been responsible for or participated in Huicheng shares IPO, Shanghai Zj Bio-Tech Co.Ltd(688317) IPO, Shanghai Hajime Advanced Material Technology Co.Ltd(301000) IPO, Autobio Diagnostics Co.Ltd(603658) convertible bonds, Henan Lantian Gas Co.Ltd(605368) IPO, Tianhai electronics IPO, Hunan Hunan Valin Steel Co.Ltd(000932) group exchangeable bonds and other projects, During the practice of recommendation business, strictly abide by the recommendation management measures and other relevant provisions, and have a good practice record.
Wu Jun: the sponsor representative of the project, Haitong Securities Company Limited(600837) managing director of investment banking department and certified public accountant. He has been engaged in investment banking business since 2011, mainly responsible for or participated in Huicheng shares IPO, Guangzhou Great Power Energy&Technology Co.Ltd(300438) IPO, Leon Technology Co.Ltd(300603) IPO, Shanghai Ace Investment&Development Co.Ltd(603329) IPO, Ningxia Jiaze Renewables Corporation Limited(601619) IPO, Jl Mag Rare-Earth Co.Ltd(300748) IPO, Kbc Corporation Ltd(688598) IPO, Beijing Kawin Technology Share-Holding Co.Ltd(688687) IPO, Shanghai Hajime Advanced Material Technology Co.Ltd(301000) IPO, and Xinjiang Goldwind Science And Technology Co.Ltd(002202) (a + H) allotment, Guangzhou Great Power Energy&Technology Co.Ltd(300438) convertible bonds For projects such as Tederic Machinery Co.Ltd(603289) non-public offering of shares and Leon Technology Co.Ltd(300603) major asset restructuring, we strictly abide by the relevant provisions such as the measures for the administration of sponsorship in the practice of sponsorship business, and have 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 designated Xi Xie as the Project Co sponsor of this offering.
Xi Xie: CO organizer of the project, Haitong Securities Company Limited(600837) vice president of investment banking department. He has been engaged in investment banking business since 2017 and has participated in Huicheng IPO, Mingxin Automotive Leather Co.Ltd(605068) IPO, Fenglong high tech IPO, Zhenjiang urban construction acquisition Jiangsu Sopo Chemical Co.Ltd(600746) (600746) and other projects.
2. Other members of the project team
Other members of the project team of this offering: Zhao Zixin, Yu Qi, Dai Ao, Qiu Hao and Li Qian.
4、 The issuer of this recommendation
Company name: Jiangsu Juncheng Electronic Technology Co., Ltd
English Name: Jiangsu smartwin Electronics Technology Co., Ltd
Registered capital: RMB 54.440001 million
The legal representative shall be Faxiang
Date of establishment of the company: July 16, 2009
Overall change to joint stock company date: October 29, 2015
Company domicile: floors 1-3, building 01, west side of West Ring Road, Jurong Economic Development Zone
Postal Code: 212400
Tel: 0511-87289898
Fax No.: 0511-87189080
Internet address: www.smartwinlcd.com com.
E-mail [email protected].
Secretary Office of the board of directors of the Department of information disclosure and investor relations
Sun Changling, head of information disclosure and investor relations
Person in charge of information disclosure and investor relations Tel: 0511-87289898 v. 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 was 1814666700, accounting for 25% of the total share capital after issuance
Including: 1814666700 new shares issued, accounting for 25% of the total share capital after issuance
Number of shares publicly offered by shareholders – proportion in total share capital after issuance-
The total share capital after issuance is 72586668 shares
Participation of senior managers and jobless employees of the issuer in the strategic placement
This offering is conducted by online subscription at market value and direct pricing to public investors holding non restricted A-Shares in Shenzhen market and the market value of non restricted depositary receipts, without offline inquiry and placement
The issuer is a domestic natural person, legal person and other investors who have opened an account in Shenzhen Stock Exchange and opened gem Trading (except for buyers prohibited by national laws, regulations and normative documents)
Underwriting method: balance underwriting
The name of the shareholders of the public offering shares is not applicable
The company shall bear the underwriting fee, recommendation fee, audit and verification fee, lawyer’s fee, information disclosure fee, issuance handling fee and other expenses of this issuance
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 or hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties through participating in the strategic placement of this issuance;
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 opinions of the recommendation institution on this securities issuance and listing
(I) internal audit procedure
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 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 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 internal nuclear department and apply for the core as required.
3. Kernel
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. 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.
