Everbright Securities Company Limited(601788)
about
Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds
of
Issuance recommendation
Sponsor
January 2002
Statement of recommendation institution and recommendation representative
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 by listed companies (hereinafter referred to as the “administrative measures”), and This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, and ensures the authenticity, accuracy and integrity of this issuance recommendation letter.
catalogue
catalogue 2 interpretation Section 1 basic information of this securities issuance four
1、 The recommendation representative designated by the recommendation institution and his practice four
2、 Co sponsors of the securities issuance project and other members of the project team five
3、 Basic information of the issuer five
4、 Description of the relationship between the sponsor and the issuer five
5、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 Recommendation conclusion of the sponsor on this securities issuance nine
2、 The decision-making procedures for this securities issuance are legal nine
3、 This securities issuance complies with relevant laws and regulations ten
4、 Main risks of the issuer twenty-two
5、 Development prospect evaluation of the issuer 27 Section IV description of other matters thirty-three
1、 Description of the sponsor on the use of third-party institutions or personal services thirty-three
2、 Other situations that need to be explained thirty-three
interpretation
In this issuance recommendation letter, unless the context otherwise requires, the following words or abbreviations have the following meanings: issuer, company, Guangdong Haomei New Materials Co.Ltd(002988) refers to Guangdong Haomei New Materials Co.Ltd(002988)
Haomei holdings refers to Qingyuan Haomei Investment Holding Group Co., Ltd., which is the controlling shareholder of the issuer
Exquisite special material refers to Guangdong exquisite special profile Co., Ltd., a wholly-owned subsidiary of the issuer
Becklow refers to Guangdong becklow curtain wall door and window system Co., Ltd., a wholly-owned subsidiary of the issuer
General meeting means Guangdong Haomei New Materials Co.Ltd(002988) general meeting of shareholders
Board of directors means the Guangdong Haomei New Materials Co.Ltd(002988) board of directors
Board of supervisors refers to the Guangdong Haomei New Materials Co.Ltd(002988) board of supervisors
Company law means the company law of the people’s Republic of China
“Securities Law” means the securities law of the people’s Republic of China
Articles of association means the current articles of association of the issuer
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor, lead underwriter, refers to Everbright Securities Company Limited(601788)
Everbright Securities Company Limited(601788)
Lawyer of the issuer and JunZeJun refer to Beijing JunZeJun Law firm
CSI PENGYUAN refers to CSI PENGYUAN credit evaluation Co., Ltd
The prospectus refers to the prospectus for public issuance of convertible corporate bonds by Guangdong Guangdong Haomei New Materials Co.Ltd(002988) Co., Ltd. prepared by the issuer for the issuance of convertible bonds in accordance with relevant laws and regulations
The reporting period refers to January June of 2018, 2019, 2020 and 2021
Yuan means RMB yuan
(there are differences in the mantissa between the sum of part of the total and each addend in this issuance recommendation letter, or there are differences in the mantissa between some proportion indicators and the results of direct calculation of relevant values. These differences are caused by rounding.)
Section 1 basic information of this securities issuance
1、 The recommendation representative designated by the recommendation institution and its practice
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) “, “sponsor” or “the sponsor”) accepts the entrustment of Guangdong Haomei New Materials Co.Ltd(002988) (hereinafter referred to as ” Guangdong Haomei New Materials Co.Ltd(002988) “, “company” or “issuer”) to act as the sponsor of its public issuance of convertible corporate bonds. Everbright Securities Company Limited(601788) appoint Shen Xiaoyi and Deng Xiao as the sponsor representatives of the securities issuance project.
Mr. Shen Xiaoyi, the sponsor representative in charge of this project, works in the Everbright Securities Company Limited(601788) investment banking department, has a master of business administration from Sun Yat sen University, and is a non practicing member of Chinese certified public accountants. He has successively worked in Guangdong Kangyuan and Deloitte Huayong certified public accountants. Since joining Everbright Securities Company Limited(601788) in May 2008, he has participated in and been responsible for the following projects: Huasheng shares (002670) IPO project, Sinoma Energy Conservation Ltd(603126) (603126) IPO project, Guangdong Tianan New Material Co.Ltd(603725) (603725) IPO project, Guangdong Haomei New Materials Co.Ltd(002988) (002988) IPO project, Junhua group’s acquisition of Zibo Qixiang Tengda Chemical Co.Ltd(002408) (002408) project Cedar cultural tourism made an offer to acquire xinur (002485) project, Zibo Qixiang Tengda Chemical Co.Ltd(002408) (002408) public issuance of convertible corporate bonds, etc.
Mr. Deng Xiao, the sponsor representative in charge of this project, works in Everbright Securities Company Limited(601788) investment banking department, is a non practicing member of China Institute of certified public accountants and holds the qualification of Chinese lawyer. Once worked in Tianjian certified public accountants, participated in the IPO audit of Zhejiang Jiuzhou Pharmaceutical Co.Ltd(603456) (603456), Hanjia Design Group Co.Ltd(300746) (300746), participated in or was responsible for the audit of listed companies such as Insigma Technology Co.Ltd(600797) (600797), Zhejiang Jianfeng Group Co.Ltd(600668) (600668), Ningbo Fubang Jingye Group Co.Ltd(600768) (600768); Since joining Everbright Securities Company Limited(601788) in April 2014, he has participated in or been responsible for Guangdong Tianan New Material Co.Ltd(603725) (603725) IPO project, Longhua energy conservation (300263) non-public offering project and Guangdong Haomei New Materials Co.Ltd(002988) (002988) IPO project.
Mr. Shen Xiaoyi and Mr. Deng Xiao abide by the company law, securities law, measures for the administration of recommendation business and other laws and regulations during their practice of recommendation business, and perform relevant obligations in an honest, trustworthy, diligent and responsible manner; Regularly participate in the annual business training of sponsor representatives organized by China Securities Association; No regulatory measures such as regulatory conversation, key attention, order for business learning, issuance of warning letter, order for public explanation, and identification as inappropriate candidates have been taken by regulatory institutions such as CSRC, Shanghai Stock Exchange and Shenzhen Stock Exchange.
2、 Co sponsors of this securities issuance project and other members of the project team
(I) the sponsor designated Mr. Tan Yuxuan as the co organizer of the Guangdong Haomei New Materials Co.Ltd(002988) public offering of convertible corporate bonds. Mr. Tan Yuxuan works in Everbright Securities Company Limited(601788) investment banking department, with a Bachelor of science from Sun Yat sen University and a master of science from the University of Maryland. Since joining Everbright Securities Company Limited(601788) , he has mainly participated in the initial public offering of Guangdong Haomei New Materials Co.Ltd(002988) (002988. SZ) and the public offering of convertible bonds of Zibo Qixiang Tengda Chemical Co.Ltd(002408) (002408. SZ).
(II) other members of the securities issuance project team are Yan Xuefei, sun Ningbo, Chen Chang and Huang Dongyang. 3、 Basic information of the issuer
1. Chinese Name: Guangdong Haomei New Materials Co.Ltd(002988)
2. English Name: Guangdong Haomei new materials Co., Ltd
3. Registered capital: 232.77 million yuan
4. Legal representative: Dong Weifeng
5. Date of establishment of the company: August 20, 2004
6. Overall change to joint stock limited company time: September 26, 2012
7. Company domicile: Taiji industrial city, Qingyuan high tech Industrial Development Zone
8. Postal Code: 511540
9. Tel: 0763-3699509
10. Fax: 0763-3699589
11. Internet address: http://www.haomei-alu.com.
12. Email: Haomei- db@haomei -alu. com.
13. Business scope: R & D, production and sales of non-ferrous metal composites, light alloy materials, building intelligent system products and auto parts. (the above projects do not involve special administrative measures for foreign investment access) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
14. Type of securities issuance: public issuance of convertible corporate bonds
4、 Description of the relationship between the sponsor and the issuer
(I) 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 the shares of the recommendation institution 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 own the rights and interests of the issuer or hold positions in the issuer.
(IV) the controlling shareholder, actual controller and important related parties of the recommendation institution and the controlling shareholder, actual controller and important related parties of the issuer do not provide guarantee or financing to each other.
(V) except for the above circumstances, there is no other related relationship between the recommendation institution and the issuer that may affect the fair performance of the recommendation duties.
5、 Internal audit procedures and opinions of the recommendation institution
(I) internal audit procedure
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the guidelines on internal control of investment banking business of securities companies issued by the CSRC, the recommendation institution recommends the issuer to carry out quality management and risk control of the project through the implementation of internal audit procedures such as project initiation and core before securities issuance and listing, Carefully checked the issuer’s issuance application documents, recommendation working papers and other relevant documents. The main internal audit procedures of the recommendation institution for the performance of this securities issuance project are as follows:
1. On November 30, 2020, the sponsor held an investment bank project initiation group meeting and approved the project initiation of Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds through collective voting.
2. On December 4, 2020, the quality control headquarters of investment bank received the core application document of Haomei new material’s public offering of convertible corporate bonds submitted by the business department, and organized the quality control specialist to review it. From December 7 to December 11, 2020, the quality control headquarters of the investment bank went to the office of the project for on-site verification. On the basis of on-site work and review of project securities issuance application documents, the quality control headquarters of investment bank issued the project quality control report.
3. On December 14, 2020, the business headquarters organized a review meeting to review the due diligence of important matters of the project.
4. After the kernel office has no objection to the kernel application materials of this project, it shall be submitted to the kernel group meeting for deliberation. On December 21, 2020, the sponsor held a core group meeting to review the project of Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds.
The project team implements the opinions of the core group meeting. After being reviewed and approved by the core office, the project issuance application documents shall go through the signature and seal approval procedures. The sponsor shall issue the issuance recommendation letter and formally recommend the project to the CSRC.
(II) core comments
The investment banking core group of the sponsor held a core meeting on December 21, 2020 to review the Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds. After full discussion, the core members voted collectively on whether to approve the issuance and listing of the sponsor’s shares. After voting, Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds passed the approval of the sponsor and agreed to report to the CSRC.
Section 2 commitments of the recommendation institution
1、 In accordance with laws, administrative regulations and the provisions of the CSRC, the recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers, agreed to recommend the issuer’s securities issuance and listing, and issued this issuance recommendation letter accordingly.
2、 Through due diligence and careful verification of the application documents, the sponsor promises as follows:
(I) 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;
(II) 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;
(III) 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;
(IV) 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;
(V) ensure that the designated recommendation representative and the relevant personnel of the recommendation institution have performed due diligence and Prudential verification on the issuer’s application documents and information disclosure materials;
(VI) guarantee that there are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of recommendation duties;
(VII) ensure that the professional services provided to the issuer and the professional opinions issued comply with the law
