Guosen Securities Co.Ltd(002736) about
Runbei Aviation Technology Co., Ltd
Sponsor (lead underwriter) of issuance recommendation letter for initial public offering and listing
(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, as well as the relevant provisions of the China Securities Regulatory Commission. They are honest, trustworthy, diligent and responsible, issue the recommendation letter 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 1 basic information of this securities issuance
1、 Sponsor representative
Mr. Yu Songsong: Guosen Securities Co.Ltd(002736) investment banking business department business director, Bachelor of accounting, sponsor representative, certified public accountant and asset appraiser. He joined Guosen Securities Co.Ltd(002736) in 2015 and began to work in investment banking. He has been responsible for or participated in Shenzhen Urban Transport Planning Center Co.Ltd(301091) IPO, Lingyi technology backdoor Jiangfen magnetic material, Lingyi Itech (Guangdong) Company(002600) non-public offering of shares, Zhuhai Mingjun’s acquisition of Gree Electric Appliances Inc.Of Zhuhai(000651) equity project, and has rich experience in investment banking business.
Mr. Cheng Jiujun: Guosen Securities Co.Ltd(002736) managing director of business department of investment banking division, master of economics, sponsor representative. He joined Chinalin Securities Co.Ltd(002945) investment bank in June 2005 and Guosen Securities Co.Ltd(002736) investment banking division in June 2006. Has presidepresidepresidepresided over and participated in and participated in the Jiang powder magnet IPO, Jinlong Machinery & Electronic Co.Ltd(300032) Yunnan Tin Co.Ltd(000960) allotment Lens Technology Co.Ltd(300433) non public and Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) non public projects, with rich experience in investment banking business.
2、 Project Co sponsors and other project team members
(I) Project Co sponsor
Mr. Wu Kai: Guosen Securities Co.Ltd(002736) investment banking business department business director, master of finance. In 2014, he joined Guosen Securities Co.Ltd(002736) investment banking department. He has participated in the major asset restructuring of Jiangfen magnetic materials, Jiangmen Kanhoo Industry Co.Ltd(300340) major asset restructuring, Lingyi technology backdoor Jiangfen magnetic materials, Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) non-public and other projects.
(II) other members of the project team
Ms. Zhang Min, Mr. Hou LiXiao.
3、 Basic information of the issuer
Company name: runbei Aviation Technology Co., Ltd. (hereinafter referred to as “runbei aviation”, “company” or “issuer”)
Registered address: 3901, block a, tanglangcheng Plaza (West Area), next to Tanglang depot, Fuguang community, Taoyuan Street, Nanshan District, Shenzhen
Date of establishment: March 14, 2005
Tel: 075581782356
Business scope: general business items are: technical development, sales and technical services of computer software and hardware, network technology and electronic products; China’s commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); Operate import and export business (only with business license) and supply chain management; Sales of disinfection products and sanitary products; R & D and sales of class I and class II medical devices. The licensed business items are: logistics distribution and warehousing services of aviation chemicals; Aviation chemicals, aviation equipment and its parts, aircraft parts maintenance Maintenance of aircraft electronic instruments and accessories, research and development, manufacturing, technology development, technical consultation, technical services, technical maintenance services and sales of aviation non-metallic materials, aviation raw materials and their standard parts, aviation tools, aviation ground equipment and electronic and electrical components (excluding restricted items); R & D and sales of three types of medical devices.
Type of securities issued this time: RMB ordinary shares (A shares)
4、 Description of the relationship between the issuer and the recommendation institution
1. The sponsor or its controlling shareholder, actual controller or important related party does not hold the shares of the issuer or its controlling shareholder, actual controller or important related party;
2. 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;
3. The recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution do not have the rights and interests of the issuer and hold positions in the issuer;
4. 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;
5. There is no other related relationship between the sponsor and the issuer.
5、 Internal audit procedures and core opinions of the recommendation institution
(I) Guosen Securities Co.Ltd(002736) internal audit procedure
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 the internal management system of Guosen Securities Co.Ltd(002736) investment banking business, the company has implemented the core procedures for the application documents for the initial public offering of runbei airlines. The main working procedures include:
1. The application documents for the initial public offering and listing of runbei airlines 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 submit the application documents for the initial public offering of runbei airlines to the CSRC.
(II) Guosen Securities Co.Ltd(002736) internal audit opinions
On May 17, 2021, Guosen Securities Co.Ltd(002736) kernel Committee held a kernel meeting to consider the application documents of runbei airlines for IPO and listing.
After voting, the core committee agreed to submit the opinions of the core meeting to the investment banking committee of the company for voting after the project team implemented the opinions of the core meeting, and then recommend it to the CSRC.
On May 17, 2021, Guosen Securities Co.Ltd(002736) checked the due diligence of important matters of runbei airlines’ initial public offering and listing project, agreed that the project team should implement the audit opinions, and then reported the audit form to the CSRC.
The recommendation institution promises 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 issued this issuance recommendation letter accordingly.
Through due diligence and careful verification of the application documents, the recommendation institution makes the following commitments:
1. 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;
2. 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;
3. 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;
4. There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5. 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;
6. Ensure that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC in accordance with these measures.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s initial public offering of shares.
Section III recommendation on this securities issuance
1、 Recommendation conclusion on this securities issuance
After full due diligence and careful verification, the sponsor believes that runbei Aviation Technology Co., Ltd. has fulfilled the decision-making procedures stipulated by law and complied with the conditions stipulated in the company law, securities law, measures for the administration of initial public offering and listing (hereinafter referred to as “measures for the administration of initial public offering”) and other relevant laws, regulations, policies and notices, The investment of the raised funds meets the requirements of the national industrial policies. The sponsor agrees to apply to the CSRC for the initial public offering and listing of runbei Aviation Technology Co., Ltd.
2、 The issuance has fulfilled the legal decision-making procedures
This offering was approved by the fourth meeting of the first board of directors of runbei airlines and the first extraordinary general meeting of shareholders in 2021, and complies with the decision-making procedures stipulated by the company law, the securities law and the CSRC.
3、 This issuance meets the issuance conditions stipulated in Article 12 of the securities law
The institution has conducted due diligence and Prudential verification on whether the securities issuance meets the issuance conditions specified in the Securities Law (revised on December 28, 2019), and the verification conclusions are as follows:
(I) the issuer has a sound and well functioning organization;
(II) the issuer has the ability of continuous operation;
(III) the issuer’s financial and accounting reports for the last three years have been issued with unqualified audit reports;
(IV) the issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years;
(V) the issuer meets other conditions stipulated by the securities regulatory authority under the State Council approved by the State Council. 4、 This issuance meets the issuance conditions stipulated in the measures for the administration of initial public offering
(I) subject qualification
1. Comply with the provisions of Article 8 of the measures for the administration of initial public offering
Upon verification and confirmation by the sponsor, Shenzhen runbei Chemical Co., Ltd., the predecessor of the issuer, was established on March 14, 2005. All shareholders of Shenzhen runbei Chemical Co., Ltd. held a shareholders’ meeting on June 20, 2020 and made a resolution to agree to change the company into a joint stock limited company, taking May 31, 2020 as the benchmark date of restructuring. On August 20, 2020, Shenzhen market supervision administration approved the above industrial and commercial changes and renewed the business license with the unified social credit code of 91440 Zhejiang Windey Co.Ltd(300772) 721596r (on August 26, 2020, the issuer changed its name to “runbei Aviation Technology Co., Ltd.” and completed the industrial and commercial change procedures).
The issuer is established in accordance with the law and does not need to be terminated in accordance with laws, regulations and the articles of association of the issuer. It is a valid joint stock limited company and complies with the provisions of Article 8 of the measures for the administration of initial public offering.
2. Comply with the provisions of Article 9 of the measures for the administration of initial public offering
After verification and confirmation by the sponsor, the issuer is a joint stock limited company established from a limited liability company based on the overall change of the original book net asset value into shares. The predecessor of the issuer, Shenzhen runbei Chemical Co., Ltd., was established on March 14, 2005, and the continuous operation time has been calculated from the date of establishment of the limited liability company for more than 3 years. Comply with the provisions of Article 9 of the initial management measures.
3. Comply with the provisions of Article 10 of the measures for the administration of initial public offering
After verification and confirmation by the sponsor, on August 7, 2020, Tianzhi international issued the capital verification report (Tian Zhi Ye Zi [2020] No. 33703). Through verification, as of August 7, 2020, the company has converted the net assets of runbei chemical as of May 31, 2020 into capital stock of Shanghai Pudong Development Bank Co.Ltd(600000) 0000 yuan, the registered capital of the issuer has been paid in full, and the property right transfer procedures of the assets used by shareholders for capital contribution have been completed. There is no major ownership dispute over the issuer’s main assets. Comply with the provisions of Article 10 of the measures for the administration of initial public offering.
4. Comply with the provisions of Article 11 of the measures for the administration of initial public offering
Upon verification and confirmation by the sponsor, the issuer has obtained the certificate of no violation of laws and regulations issued by the relevant competent department of production and operation, and the company’s production and operation comply with the provisions of laws, administrative regulations and the articles of association, and comply with the national industrial policies. Comply with the provisions of Article 11 of the measures for the administration of initial public offering.
5. Comply with the provisions of Article 12 of the initial management measures
Upon verification and confirmation by the sponsor, the issuer’s main business, directors and senior managers have not changed significantly in the last three years, and the actual controller has not changed. Comply with the provisions of Article 12 of the initial management measures. 6. Comply with the provisions of Article 13 of the initial management measures
After verification and confirmation by the sponsor, the equity of the issuer is clear, and there is no major ownership dispute over the shares of the issuer held by the controlling shareholder and the shareholders controlled by the controlling shareholder and the actual controller. Comply with the provisions of Article 13 of the measures for the administration of initial public offering.
(II) standardized operation
1. Comply with the provisions of Article 14 of the initial management measures
Upon verification and confirmation by the sponsor, the issuer has established and improved the system of general meeting of shareholders, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law, and relevant institutions and personnel can perform their duties according to law. Comply with the provisions of Article 14 of the measures for the administration of initial public offering.
2. Comply with the provisions of Article 15 of the initial management measures
Upon verification and confirmation by the sponsor, the directors, supervisors and senior managers of the issuer have understood the laws and regulations related to stock issuance and listing, and the legal obligations and responsibilities of the listed company and its directors, supervisors and senior managers. In line with Article 15 of the measures for the administration of initial public offering
