Guosen Securities Co.Ltd(002736)
About runbei Aviation Technology Co., Ltd
Work report on IPO and listing sponsor (lead underwriter)
(registered address: 16-26 floors of Guosen Securities Co.Ltd(002736) building, No. 1012, Hongling Middle Road, Shenzhen)
Sponsor statement
The recommendation institution and the two designated recommendation representatives are in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission, honest, trustworthy, diligent and responsible, issue the recommendation work report of the issuance in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, and ensure that the documents issued are true, accurate and reliable Complete.
Section I project operation process
1、 Project internal audit process
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " and "the sponsor") has formulated a practical business management system and internal control process in accordance with relevant laws and regulations. The specific internal audit process is shown in the figure below:
The sponsor representative and project personnel shall carefully check
Preliminary investigation of the project
Department internal review
The quality control department shall organize the preliminary review and feedback
Project initiation review
Deliberation of investment banking project establishment committee
Due diligence of sponsor representative and project team
Project site work
The business department is responsible for coordination and project management
The project is submitted to the core business department for internal review
The core department shall organize the review and the quality control department shall accept the manuscript
Internal audit committee meeting of the project
Consideration by the investment banking committee
2、 Project approval
According to the requirements of Guosen Securities Co.Ltd(002736) business management specification, the project initiation application of runbei Aviation Technology Co., Ltd. (hereinafter referred to as "runbei aviation" or "the issuer") for the initial public offering and listing of shares (hereinafter referred to as "the project") is subject to the written consent of the sponsor representative, the internal discussion of the TMT business headquarters of the investment banking division where the project team is located, the preliminary confirmation of the feasibility of the project and the consent of the head of the business department, On August 24, 2020, the quality control headquarters of the company's investment banking business (hereinafter referred to as "quality control department") applied for project initiation. After the preliminary review by the auditors of the internal control organization, the quality control department submitted the project initiation application to the company's investment banking business initiation Committee for evaluation and confirmed by the person in charge of the sponsor business and the person in charge of the kernel, and confirmed and agreed to the project initiation on November 3, 2020.
3、 Main process of project implementation
(I) composition of project team members
Guosen Securities Co.Ltd(002736) TMT business headquarters of investment banking division has made reasonable staffing for the project and established a capable and effective project team. Members of the project team have their own strengths in finance, law, industry research and investment banking experience, including:
Name Title Project role mobilization time specific work situation
The sponsor representative of the investment banking business department, the project organization's due diligence, listing guidance, Cheng Jiujun, the director of the general manager, the person in charge of the project, and guidance on the preparation of application materials in April 2020
personnel
The sponsor representative of the investment banking business department, the current organization of due diligence, listing guidance, Yu Songsong business director, the person in charge of the market, and the personnel responsible for the preparation of application materials and working papers in April 2020
The project coordinator and assistant of the investment banking business department participated in the due diligence and guidance work, and Wu Kai's business director and guide made the application materials and working papers in April 2020
Zhang Min, a member of the project team of the investment banking business department, participated in the due diligence and preparation of working papers by the business director in September 2021
Hou LiXiao, a member of the project team of the investment banking business department, participated in due diligence, counseling, application materials for business directors and directors in April 2020
(II) main process of due diligence
The project team conducted comprehensive and in-depth due diligence on the issuer: the sponsor representatives Yu Songsong and Cheng Jiujun organized and took charge of the due diligence; Other project team members Wu Kai, Zhang Min and Hou LiXiao, under the organization of the sponsor representative, respectively carried out due diligence, working paper collection and application material preparation in the aspects of history, business and technology, fund-raising investment projects, financial and accounting information, etc.
The due diligence of the project includes two stages: counseling and preparation of application documents. The specific process is as follows:
1. Counseling stage
In April 2020, the recommendation institution formed a special counseling working group to carry out prudent investigation, with five mentors including Cheng Jiujun and Yu Songsong. On November 24, 2020, the sponsor conducted guidance and filing with Shenzhen regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Shenzhen Securities Regulatory Bureau").
Through the guidance for about 6 months from November 2020 to June 2021, the project team members of the sponsor conducted a comprehensive due diligence on runbei airlines, mainly including: ① through consulting the issuer's industrial and commercial materials over the years, articles of association, executive resume, three meetings materials and relevant internal control systems, talking with the issuer's executives and relevant business and financial personnel to understand the issuer's historical evolution, corporate governance Conduct a comprehensive investigation on horizontal competition and related party transactions; ② Conduct in-depth investigation on the issuer's business and technology, development objectives and application of raised funds by consulting industry policies, industry research reports and other documents, combined with the issuer's business model, market position and competitive advantage; ③ According to the audit report and in combination with the industry situation and actual business situation of the issuer, carefully evaluate the profitability and sustainable development ability of the issuer.
2. Application document production stage
The sponsor's project team began to prepare the application documents for this offering from May 2021, and completed the preparation of a full set of application documents for this offering in June 2021.
At this stage, the main contents of the due diligence of the project team are: in combination with the preparation of application documents, recheck and confirm the matters and conclusions involved in the documents, and obtain sufficient written materials to prove the verification matters.
(III) main process of sponsor representatives participating in due diligence
The sponsor representatives Cheng Jiujun and Yu Songsong are responsible for the whole process and participate in the due diligence. Among them, Cheng Jiujun, the sponsor representative, is responsible for promoting the project process, organizing the discussion of major issues of the project, making project application materials, and examining and verifying project application materials; Yu Songsong, the sponsor representative, is responsible for the promotion of the project process, the discussion of major issues of the project, the preparation of project application materials, the examination and verification of project application materials, the sorting, examination and verification of working papers, etc. In this due diligence, the time and main process of the sponsor representative participating in the investigation are as follows:
1. Counseling stage
In April 2020, the sponsor representatives Cheng Jiujun and Yu Songsong entered the site as members of the guidance working group to carry out due diligence and guidance.
2. Production of application documents
From April 2020 to may 2021, the sponsor representatives Cheng Jiujun and Yu Songsong organized the project team to conduct due diligence, check all documents provided by the issuer, and organize the preparation of project application materials and working papers; From May 2021 to June 2021, the sponsor representatives Cheng Jiujun and Yu Songsong were responsible for the examination and verification of project application materials and working papers.
From April 2020 to may 2021, the sponsor representatives Cheng Jiujun and Yu Songsong hosted many intermediary coordination meetings to fully discuss the main problems found in the process of due diligence. The main issues discussed at the meeting included the issuer's historical evolution, business and profit model, improvement of corporate governance, verification of related parties and related transactions, demonstration of raised investment projects, etc.
As of the date of issuance of this report, the sponsor representatives Cheng Jiujun and Yu Songsong have repeatedly reviewed and revised the full set of application documents for this public offering to ensure the authenticity, accuracy and completeness of the application documents.
4、 Project internal verification process
Guosen Securities Co.Ltd(002736) in accordance with the guidelines on internal control of investment banking business of securities companies and other laws and regulations and Guosen Securities Co.Ltd(002736) investment banking internal management system, the core procedures for runbei aviation application documents have been performed. The main working procedures include:
1. The application documents of runbei aviation project shall be submitted to the Department of the project team for internal verification after the sponsor representative gives clear recommendation opinions. The person in charge of the Department shall organize the review of the project and put forward modification opinions. On May 11, 2021, after completing the modification and improvement of the application documents and obtaining the consent of the department head, the project team submitted them to the investment bank core Department of the risk management headquarters of the company (hereinafter referred to as the "core department"), submitted the core application materials to the core department and other internal control departments, and submitted the working paper to the quality control department at the same time.
2. The quality control department shall organize the internal control personnel to conduct the completeness acceptance of the working paper and internal verification of the examination paper. The quality control department puts forward the requirements of deepening, adjusting and correcting the manuscript; After the project team implements the relevant requirements or makes an explanation and reply, it shall submit the nuclear materials to the internal nuclear department. On May 17, 2021, the company held a review meeting to review the project, and the review situation will be reported at the review meeting.
3. The internal audit department shall organize auditors to review the application materials; The project team shall reply, explain and modify the audit opinions, and submit the project core meeting materials to the core meeting for audit after being approved by the core department.
4. On May 17, 2021, the core Committee of the company's recommendation business (hereinafter referred to as the "core committee") held a core meeting to review the project. The participating core members reviewed the meeting materials, listened to the explanation of the project team and formed audit opinions. After voting, the core committee agreed to submit the opinions of the core meeting to Guosen Securities Co.Ltd(002736) Investment Banking Committee for voting after the project team implemented the opinions of the core meeting, and then recommend it to the CSRC.
5. The opinions of the kernel meeting shall be sorted by the kernel department and submitted to the project team for reply, interpretation and revision. After the application documents are revised and reviewed by the internal control department, they shall be submitted to the investment banking committee of the company for review along with the opinions of the meeting. The investment banking committee of the company agreed to report the application documents for the initial public offering and listing of runbei airlines to the CSRC.
5、 Nuclear Committee audit process
The full-time persons in charge of the company's risk control, internal control, internal control and quality control departments, including the head of the company's risk assessment department, the head of the company's internal control department, the head of the company's internal control department, the head of the company's internal control department, the head of the company's internal control department and the members of the risk assessment committee.
The kernel committee works in the form of kernel meeting, which is called by the kernel department. The participating members reviewed the integrity and compliance of this application document, consulted the explanations and supporting materials of relevant problems, listened to the explanation of the project team and formed preliminary opinions.
The preliminary opinions formed in the core meeting shall be sorted by the core department and submitted to the project team for reply, explanation and revision. After the application documents are revised and reviewed by the kernel department, they shall be submitted to the Guosen Securities Co.Ltd(002736) Investment Banking Committee for review along with the concluding comments of the kernel meeting.
On May 17, 2021, Guosen Securities Co.Ltd(002736) held a core meeting to consider the application documents for the IPO project of runbei Airlines Shenzhen main board. After listening to the explanation of the project team, the kernel Committee asked the project team to further improve the following issues: 1. Further improve the business and technology related information disclosure in combination with the industry and business characteristics;
2. Cooperate with the issuer's lawyer to improve the verification of holding matters to ensure the clarity of equity;
3. Further check the post employment business and development of employees in key positions, and pay attention to whether there are potential disputes;
4. Explain the sales realization of the corresponding products of the raised investment project during the reporting period, the corresponding model or route restrictions, and the future capacity digestion ability, pay attention to whether the issuer has the corresponding production management ability, and improve the relevant risk tips;
5. Urge all intermediaries to improve the quality of application materials.
After voting, the core committee agreed to submit it to the investment banking committee for voting after the project team implemented the opinions of the core meeting, and recommend it to the CSRC after passing the vote.
Section II existing problems and Solutions
1、 Project evaluation opinions and deliberation
(I) project evaluation opinions
In August 2020, the project officially applied to the investment banking division for project initiation. After the review of the investment banking project initiation Committee, the project team was required to deal with the following problems:
1. Fully demonstrate the business logic of the company and the rationality of high gross profit margin as a distributor;
2. Pay attention to whether the industry model may change, which will affect the sustainability of the company's operation;
3. Further check the compliance and integrity of sales expenses.
(II) project review
After comprehensive analysis and evaluation, it is considered that the income of the project is good and the risk is controllable, so the project is approved.
2、 Due diligence related to profitability
(I) operating income
The recommendation institution analyzes the composition and changes of the issuer's income, focusing on the issuer's sales price, sales volume and change trend and the market and its trend
