First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
about
Initial public offering of A-Shares and listing of Guangdong Yuehai feed Group Co., Ltd
Issuance recommendation
(10th floor, Zhuo center, No. 6, wudinghou street, Xicheng District, Beijing)
December, 2001
About Guangdong Yuehai feed Group Co., Ltd
Letter of recommendation for initial public offering of A-Shares and listing
China Securities Regulatory Commission:
Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as "Yuehai feed", "issuer" or "company") intends to apply for initial public offering of A-Shares and listing (hereinafter referred to as "this securities offering" or "this offering"), And has hired First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as "Yichuang investment bank") as the sponsor for the initial public offering of A-Shares and listing (hereinafter referred to as "recommendation institution" or "this institution").
In accordance with the company law, the securities law, the measures for the administration of initial public offering and listing (hereinafter referred to as the "measures for the administration of initial public offering"), the measures for the administration of securities issuance and listing recommendation business and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Yichuang investment bank and its recommendation representatives are honest and trustworthy, We shall be diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of this issuance recommendation letter.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus for initial public offering of A-Shares of Guangdong Yuehai feed Group Co., Ltd. (sealed draft))
1、 Basic information of this securities issuance (I) name of sponsor
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. (II) is specifically responsible for the recommendation representative
Li Xinggang, as the sponsor representative, signed and completed projects including Lihe Technology (Hunan) Co.Ltd(300800) (300800) IPO, Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) (300678) IPO, Liaoning Fu-An Heavy Industry Co.Ltd(603315) (603315) IPO, Beijing Tongtech Co.Ltd(300379) (300379) IPO, Beijing Wkw Automotive Parts Co.Ltd(002662) (002662) IPO, Star Technology (300256) IPO and Asymchem Laboratories (Tianjin) Co.Ltd(002821) (002821) non-public offering. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record. Fu Lin was responsible for or participated in Luoyang Northglass Technology Co.Ltd(002613) (002613) IPO, Zhuhai Rundu Pharmaceutical Co.Ltd(002923) (002923) IPO, First Capital Securities Co.Ltd(002797) (002797) IPO, Sunwoda Electronic Co.Ltd(300207) (300207) GEM IPO, Zuming Bean Products Co.Ltd(003030) (003030) IPO, Shenzhen Ridge Engineering Consulting Co.Ltd(300977) (300977) GEM IPO, Zhejiang Asia-Pacific Mechanical & Electronic Co.Ltd(002284) (002284) non-public offering, Asymchem Laboratories (Tianjin) Co.Ltd(002821) (002821) non-public offering, Chongqing Pharscin Pharmaceutical Co.Ltd(002907) (002907) public offering of convertible bonds Liaoning Fu-An Heavy Industry Co.Ltd(603315) (603315) major asset restructuring and other projects, as well as restructuring guidance and financial consulting of many enterprises. On May 21, 2021, the China Securities Regulatory Commission issued to Fu Lin and Liang Yongmei the decision on taking regulatory measures to issue warning letters to First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. and Fu Lin and Liang Yongmei ([2021] No. 38). In addition, The recommendation representative Fu Lin strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions in the practice of recommendation business, and has a good practice record. (III) other project team members
Other project team members: Zhang Deping, Deng Aijia, sun Xiaorui and Li Zezhong (IV) basic information of the issuer
Company name: Guangdong Yuehai feed Group Co., Ltd
Registered address: No. 22, Jichang Road, Xiashan District, Zhanjiang City
It was established on January 13, 1994 and changed into a joint stock limited company on March 23, 2016
Contact 0759-23386
Production and sale of aquatic feed; Import and export of feed raw materials (except grain); Water quality improver, vitamin premixed feed (livestock and aquatic products), compound premixed feed (livestock and aquatic products), microbial additives, feed additives, business scope, wholesale of organic fertilizer and microbial fertilizer; Purchase and wholesale of aquaculture machinery and equipment; Sell veterinary drugs. (except for the restrictions involved, those involving the industry license management shall operate with the license) (the above business scope does not involve the special management measures for foreign-invested enterprises stipulated by the state) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
(V) basic information of this offering
Stock type: RMB ordinary shares (A shares)
The par value of each share is 1.00 yuan / share
The number of shares to be issued is not more than 100 million RMB ordinary shares, accounting for 14.29% of the total share capital after issuance. All the shares issued this time are new shares, and the original shareholders do not offer shares to the public.
The issuance method adopts the combination of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shenzhen market.
Qualified inquiry objects and qualified investors who open A-share stock accounts in Shenzhen Stock Exchange, or other objects as otherwise specified by the CSRC and other regulatory authorities (except those prohibited by national laws, regulations and normative documents).
(VI) relationship between the institution and the issuer
1. 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;
2. The issuer or its controlling shareholder, actual controller or important related party does not hold shares of the sponsor 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 own the rights and interests of the issuer or hold positions in the issuer;
4. The controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer do not provide guarantee or financing to each other;
5. There is no other related relationship between the recommendation institution and the issuer.
The institution independently and impartially performs the recommendation duties in accordance with relevant laws and regulations and the articles of association. (VII) internal audit procedures and opinions of the organization
1. Internal audit procedures and opinions on initial declaration
(1) Internal audit procedures performed by quality control department
The quality control department of Yichuang investment bank (hereinafter referred to as "quality control department") is responsible for formulating business systems and implementation processes, and is responsible for the whole process tracking and quality control of investment banking projects.
After the project passes the project approval, the auditor of the quality control department designated by the director of the quality control department shall carry out technical consultation and implementation process management and control on the daily implementation of the project.
The pre qualification process implemented by the quality control department is as follows:
Apply to the quality control department for project pre review and acceptance of the working papers after completing the acquisition and collection of the working papers in the on-site due diligence stage. Relevant application emails shall be copied to the kernel team at the same time.
② The quality control department shall check the completeness of the prequalification application documents. After ensuring that the application documents are complete, the reviewers designated by the director of the quality control department shall complete the review of the application documents, on-site verification and manuscript verification within the specified time.
③ The reviewers of the quality control department shall report the preliminary review opinions to the director of the quality control department. After the approval of the director of the quality control department, the preliminary review opinions shall be sent to the project team and copied to the compliance department and risk management department. The project team shall make a written reply to the preliminary review comments.
④ After the director of the quality control department has no objection to the reply of the preliminary review comments submitted by the project team, the quality control department shall organize and convene the project preliminary review meeting to preliminarily review and discuss the project materials. The prequalification meeting shall be attended by the vice chairman of ESC, the director of quality control department, the reviewers of quality control department, the head of compliance department, the kernel specialist and the members of the project team;
⑤ The project team shall implement relevant major problems or uncertainties according to the opinions of the pre-trial meeting and modify relevant materials, which shall be confirmed by the quality control department. At the same time, after the acceptance of the working paper in the on-site due diligence stage of the project, the quality control department will summarize the key issues of pre-trial and the acceptance opinions of the working paper, issue a quality control report, and submit the application of the kernel committee to the kernel team.
(2) Internal audit procedures performed by the kernel organization
Yichuang investment bank establishes both permanent and non permanent core institutions to perform the core deliberation and decision-making responsibilities for investment banking business. The compliance core department has a core team as a permanent core organization, and the investment banking core Committee as a non permanent core organization.
The audit process of core institutions of equity projects of Yichuang investment bank is as follows:
① The project team applies to the quality control department for quality control preliminary review and acceptance of working papers according to the company's investment banking quality control system, and relevant application documents are copied to the core team at the same time; At this time, the person in charge of the kernel appoints a Commissioner to take charge of the project (hereinafter referred to as the "kernel commissioner"), and can also appoint an investment bank staff with rich experience in relevant products to act as a part-time auditor of the project and review the relevant application documents in writing.
② After the project passes the quality control preliminary review and the acceptance of working papers, with the consent of the director of the quality control department, the quality control department will apply for the project quality control report and the meeting of the nuclear committee to be submitted to the nuclear team.
③ After receiving the complete kernel application materials, the kernel specialist and part-time reviewers of the project shall review the project quality control report and kernel application documents, and issue the kernel audit opinions within 3 working days. The project team shall reply to the audit opinions of the kernel in time.
④ After the kernel team has no objection to the reply of the kernel audit opinions, the kernel team shall organize a project audit meeting. The head of the kernel and the head of the sponsor business shall audit the project team on the risks and problems found in the practice process such as project due diligence and internal control process such as quality control. The kernel specialist and the auditors of the quality control department shall attend as nonvoting delegates, and the head of the quality control department Part time project reviewers, compliance team personnel and relevant personnel of risk management department can attend as nonvoting delegates. The nuclear interrogation shall be recorded in written or electronic documents, which shall be confirmed by the nuclear interrogator and the nuclear interrogated, and submitted to the nuclear committee meeting together with the nuclear application materials.
⑤ The kernel team shall organize and hold the meeting of the kernel Committee after confirming that the relevant questions asked by the kernel Committee have been implemented, the relevant compliance procedures have been completed, and the consent of the kernel person in charge has been obtained.
⑥ Before the meeting of the nuclear Committee, the nuclear committee members shall submit the review opinions on the meeting materials to the head of the nuclear committee by email or in writing, and copy them to the nuclear team, quality control department and risk management department.
⑦ The number of members participating in and voting at the meeting of the nuclear Committee shall not be less than seven. The specific participants shall be selected by the kernel team according to the project situation. All members participating in voting shall have the right to vote in bidding, and each member shall have one vote. When the number of votes agreed to declare reaches more than 2 / 3 (including 2 / 3) of the total number of votes held by the kernel Committee participating in the voting, it is deemed to agree to declare, otherwise it is deemed that the kernel committee does not agree to declare the project. If the voting opinion of the kernel committee members is that they do not agree to the declaration, the reasons for their disagreement shall be clearly stated in their voting opinion.
Effective core voting shall at least meet the following conditions: a the number of members participating in the core meeting shall not be less than 7; B the number of members from internal control departments such as quality control department, compliance department and risk management department shall not be less than 1 / 3 of the total number of members participating in the meeting; C at least one compliance officer shall participate in the voting and voting.
⑧ For projects that the approval committee disagrees with the application, the project team can apply to the quality control department for re approval within 30 days from the date of rejection of the project, and the project team shall submit written materials detailing the sufficient reasons for applying for review. The second audit is the final audit. If the second audit fails, it shall be regarded as abandoning the declaration of the project.
(3) Kernel opinion
The core Committee of Yichuang investment bank has reviewed the application materials for the issuer's initial public offering and listing on the small and medium-sized board, and voted on December 4, 2020. A total of 7 core members attended the meeting.
The members attending the core meeting believed that the issuer had met the requirements of relevant laws and regulations on initial public offering and listing on the small and medium-sized board. After the voting of the members attending the meeting, the issuer's initial public offering and listing on the small and medium-sized board passed the core.
2. Internal audit procedures after initial declaration
According to the relevant internal control system of the sponsor, the following internal audit procedures have been performed for the update of the regular report of the project and the reply to the feedback of the CSRC:
(1) Internal audit procedures performed by the quality control department: during the audit stage of the project by the regulatory authority, the quality control department shall conduct a written audit of relevant documents before external submission or disclosure. The audit matters include whether the relevant opinions and recommended documents are fully based and whether the due diligence working papers are complete.
(2) Core procedure: in the review stage of the project by the regulatory body, the materials and documents other than the collective review procedure of the meeting of the core Committee shall be submitted, submitted, issued or disclosed by the core team after written review. (VIII) the third party employed by the institution for this securities issuance
The institution has not hired a third party for this securities issuance. 2、 Commitments of the sponsor
(I) the institution has conducted due diligence and prudent verification on the issuer and its promoters, 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 accordingly.
(II) as the sponsor of the issuer's current offering, this institution:
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 sponsor representative and relevant personnel of the 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 issuance recommendation letter and other documents related to the performance of recommendation duties are free from false records and misleading
