About Dalian dalikaipu Technology Co., Ltd
Letter of recommendation for initial public offering 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 three
1、 Introduction to the staff of the recommendation institution three
2、 Basic information of the issuer 4 III. interests and main businesses between the recommendation institution and its related parties and the issuer and its related parties
Description of transactions five
4、 Kernel Overview Section 2 commitment of the sponsor 8 section III recommendations for this securities offering nine
1、 Recommendation conclusion nine
2、 Description of relevant decision-making procedures for this securities issuance nine
3、 Explanation that this securities issuance meets the issuance conditions stipulated in the securities law 9 IV. The securities issuance complies with the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Description of the prescribed conditions of issue V. the securities issuance complies with the provisions of the Shenzhen Stock Exchange GEM Listing Rules
Description of conditions Vi. this issuance of securities complies with the Shenzhen Stock Exchange gem enterprise issuance and listing declaration and recommendation provisional rules
Special instructions of the bank regulations 16 VII. Special inspection on the 2012 annual financial report of initial public offering companies
Special instructions on the verification of the matters listed in the notice of the State Council of the people’s Republic of China eighteen
8、 Verification opinions on the public offering of shares by shareholders of the company twenty-three
9、 Verification opinions on commitments twenty-three
10、 Verification opinions on the performance of filing procedures by shareholders of private investment funds 24 Xi. Rationality of dilution of immediate return, measures to fill immediate return and relevant commitments
Verification opinions on the commitments of the entity 25 XII. On strengthening the risk of securities companies engaging a third party in investment banking business
Preventive verification opinions twenty-five
13、 Verification conclusion on share locking twenty-seven
14、 Verification conclusion on special voting shares 27 XV. Verification conclusion on the financial and operating conditions after the audit deadline of the financial report 27 XVI. Main risk tips of the issuer 28 XVII. Evaluation on the development prospect of the issuer thirty-six
Huatai United Securities Co., Ltd
About Dalian dalikaipu Technology Co., Ltd
Letter of recommendation for initial public offering and listing on the gem
Dalian dalikaipu Technology Co., Ltd. (hereinafter referred to as the “issuer”, “dalikaipu” and “company”) 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 law on 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 listing on the gem, and Yuan Linxi and Zhang Guanfeng as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for it.
The sponsor Huatai United Securities and the sponsor representatives yuan Linxi and Zhang Guanfeng 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 the recommendation letter in strict accordance with the business rules, industrial 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
The sponsor representatives responsible for the recommendation are yuan Linxi and Zhang Guanfeng. The practice of its recommendation business is as follows:
Mr. Yuan Linxi, master of economics, sponsor representative, has more than ten years of investment banking experience. Presided over or participated in Guangzhou Fangbang Electronics Co.Ltd(688020) IPO project, Cngr Advanced Material Co.Ltd(300919) IPO project, Shenzhen Wote Advanced Materials Co.Ltd(002886) IPO project, Huaan Securities Co.Ltd(600909) IPO project, Beijing Xinwu cracked silk e-commerce IPO project, Goldenmax International Technology Ltd(002636) IPO project, etc; As a major member of the project team, I participated in An Hui Wenergy Company Limited(000543) 2012 non-public offering of shares, Inner Mongolia Xingye Mining Co.Ltd(000426) 2013 non-public offering of shares, Palm Garden 2014 non-public offering of shares, Guangzhou Langqi 2015 non-public offering of shares, New Hope Liuhe Co.Ltd(000876) 2016 issue of shares to purchase assets, Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) 2017 issue of shares to purchase assets, Guangdong Yizumi Precision Machinery Co.Ltd(300415) 2020 issue of shares to specific objects, etc. Mr. Zhang is the master of economics, master of economics, and the sponsor representative, who has more than ten years of investment banking experience and has hosted or participated in the Medprin Regenerative Medical Technologies Co.Ltd(301033) thesponsor representative, with more than ten years of investment banking experience and more than ten years of more than ten years of investment banking experience, and has hosted or participated in or presideover or participated over or participated in the first public offering project of ‘ Medprin Regenerative Medical Technologies Co.Ltd(301033) 01033 of the ‘ Medprin Regenerative Medical Technologies Co.Ltd(301033) public issuance of convertible bonds Linewell Software Co.Ltd(603636) public offering of convertible bonds, Guangzhou Friendship non-public offering project, Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) non-public offering project, Sinoma Science & Technology Co.Ltd(002080) non-public offering project and other projects, and presided over or participated in S.F.Holding Co.Ltd(002352) backdoor listing project, aixu technology backdoor listing project, Shenzhen Overseas Chinese Town Co.Ltd(000069) major asset restructuring project, Beijing Watertek Information Technology Co.Ltd(300324) issuing shares to purchase assets project and other financial consulting projects.
2. Project Co sponsor
Wang Tianqi is the co organizer of the initial public offering of Dali Kemp, and his practice of recommendation business is as follows:
Mr. Wang Tianqi, master of accounting, sponsor representative, with more than six years of investment banking experience, is mainly responsible for or participated in Suzhou Veichi Electric Co.Ltd(688698) initial public offering project, Shandong Sacred Sun Power Sources Co.Ltd(002580) non-public offering project, Wave Cyber (Shanghai) Co.Ltd(688718) environmental protection initial public offering project, Der Future Science & Technology Holding Group Co.Ltd(002631) public issuance of convertible corporate bonds project, Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) issuance of A-Shares to absorb and merge B shares of Shenzhen base Wuhan Huazhong Numerical Control Co.Ltd(300161) issuance of shares to purchase assets, Shenzhen Kingdom Sci-Tech.Ltd(600446) non-public issuance of shares, Hubei Forbon Technology Co.Ltd(300387) major asset restructuring, listing on the new third board of digital media, etc.
3. Other project team members
Other members of the project team who participated in the recommendation of dalikaipu’s IPO include Cui zongmai, Xu Shanshan, Liao Jun and Li Kai.
2、 Basic information of the issuer
1. Company name: Dalian dalikaipu Technology Co., Ltd
2. Registered address: No. 21, Jinyue street, dongjiagou street, Jinzhou District, Dalian, Liaoning
3. Date of establishment: March 17, 2011
4. Registered capital: 340 million yuan
5. Legal representative: Liu Xibi
6. Contact: 041187927508
7. Business scope: R & D, production, sales and after-sales service of electronic products, China’s general trade, import and export of goods and technology. (except for the projects prohibited by laws and administrative regulations, the projects restricted by laws and administrative regulations can be operated only after obtaining the industry license) (the projects that must be approved according to law can be operated only after being approved by relevant departments.)
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 issuance 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 March 7, 2021, 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 application for nuclear audit, the quality control department will send personnel to the project site for on-site nuclear audit on March 8, 2021. After the on-site nuclear pre-trial work, a written nuclear pre-trial opinion was issued on March 13, 2021.
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 dalikemp project 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 April 6, 2021. 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 April 6, 2021, Huatai United Securities held the 17th core group meeting of equity financing business of investment bank in 2021 in the form of teleconference in the conference room where each department of investment bank is located 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 initial public offering of Dalian dalikaipu Technology Co., Ltd. and its 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 agreed to issue a formal recommendation document for the issuer to recommend its initial public offering and to create a
