Citic Securities Company Limited(600030)
about
Weihai Honglin Power Technology Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
January, 2002
catalogue
catalogue 1 declare that Section 1 basic information of this securities issuance 3 I. name of sponsor 3 II. Project sponsor representative, CO sponsor and other members of the project team 3. Basic information of the issuer 3 IV. relationship between the sponsor and the issuer 4 v. sponsor’s internal audit procedures and core opinions Section 2 commitments of the sponsor Section III sponsor’s recommendation conclusion on this securities issuance and listing 7 I. recommendation conclusion 7 II. This issuance has fulfilled the necessary decision-making procedures 7 III. The issuer meets the issuance conditions stipulated in the securities law 8 IV. The issuer meets the issuance conditions specified in the measures for the administration of the initial public offering of the gem 8 v. main risks faced by the issuer Vi. evaluation on the development prospect of the issuer 16 VII. Verification of the issuer’s shareholders’ performance of private investment fund filing procedures VIII. Relevant financial information between the audit base date of the financial report and the signing date of the prospectus 23 IX. employment of professional verification institutions twenty-three
Statement
Citic Securities Company Limited(600030) and its recommendation representatives shall, in accordance with the company law, the securities law and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange, be honest, trustworthy, diligent and responsible, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity and accuracy of the documents issued Integrity and timeliness. If there are false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the issuer’s initial public offering, which cause losses to investors, the recommendation institution will compensate investors for the losses according to law.
All abbreviations and interpretations in this document, unless otherwise specified, are consistent with the prospectus.
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor”, “this sponsor” or ” Citic Securities Company Limited(600030) “). 2、 Project sponsor representative, CO sponsor and other members of the project team
Citic Securities Company Limited(600030) designate Li Yizhong and Liu Guanzhong as the sponsor representatives of Honglin power’s initial public offering and listing on the gem; Designate Xie Ruikai as the Project Co organizer; He Feng, Tang Ying, Qiu Zhifei and Mai Jianming are designated as members of the project team. (I) main practice of the project sponsor representative’s sponsor business
Li Yizhong, male, is currently the executive general manager and sponsor representative of Citic Securities Company Limited(600030) investment bank management committee. He was responsible for or participated in Petrochina Company Limited(601857) , Beijing Haohua Energy Resource Co.Ltd(601101) and other A-share IPO projects.
Liu Guanzhong, male, now vice president of Citic Securities Company Limited(600030) investment bank management committee and sponsor representative, has been responsible for or participated in Shenzhen Transsion Holdings Co.Ltd(688036) , Yingtong Telecommunication Co.Ltd(002861) and other A-share IPO projects. (II) main practice of sponsor business of the Project Co sponsor
Xie Ruikai, male, now senior manager of Citic Securities Company Limited(600030) investment banking management committee, has participated in A-share IPO projects such as China micro semiconductor and Zhuhai Yueya. 3、 Basic information of the issuer
Weihai Honglin Power Technology Co., Ltd
The registered capital is 291821809 yuan
Legal representative: Chi Shaolin
Date of establishment of the company: November 27, 1997
Overall change date: December 1, 2017
Company domicile: 9-10 Pudong Road, Weihai Economic and Technological Zone
Postal Code: 264205
Tel: 0631-3678599
Fax No.: 0631-3678704
E-mail [email protected].
This type of securities issuance is the initial public offering of RMB ordinary shares (A shares)
Office of the board of directors of the Department responsible for information disclosure and investor relations
Liu Jing, person in charge of information disclosure
Tel: 0631-3678599
4、 Association relationship between the sponsor and the issuer (I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties
As of the signing date of the issuance sponsor, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders and important related parties. (II) shares held by the issuer, its controlling shareholders and important related parties
As of the signing date of the issuance sponsor, the issuer or its controlling shareholders and important related parties do not hold the shares of the sponsor or its controlling shareholders, actual controllers and important related parties. (III) the sponsor representative, spouse, directors, supervisors and senior managers of the sponsor have the rights and interests of the issuer and hold positions in the issuer
As of the signing date of the sponsor of the issuance, the sponsor representative and his spouse, directors, supervisors and senior managers of the sponsor do not hold the interests of the issuer or hold positions at the issuer. (IV) mutual guarantee or financing provided by the sponsor’s controlling shareholder, actual controller and important related parties with the issuer’s controlling shareholder, actual controller and important related parties
As of the signing date of the issuance sponsor, the controlling shareholder, actual controller and important related parties of the sponsor and the controlling shareholder, actual controller and important related parties of the issuer have not provided mutual guarantee or financing.
(V) other related relationships between the sponsor and the issuer
As of the signing date of the issuance sponsor, there is no other related relationship between the sponsor and the issuer. 5、 Sponsor’s internal audit procedures and core opinions (I) internal procedures
Citic Securities Company Limited(600030) set up a core department to be responsible for the core work of the institution’s investment banking projects. The specific internal audit procedures of the recommendation institution are as follows:
Firstly, the kernel department shall conduct on-site audit on the project according to the stage of the project and the appointment of the project team. After the core department accepts the application documents, two full-time auditors conduct preliminary review of the project application documents from the perspective of law and finance. At the same time, the core department also employs external lawyers and accountants to review the project application documents from their professional perspectives. The auditors will provide audit feedback to the project team according to the preliminary audit and the opinions of external lawyers and accountants.
Secondly, the kernel department will convene and preside over the kernel meeting according to the project progress to consider the application for project issuance, and the reviewers will form a written report on the main problems found in the process of project audit and report to the participating members at the kernel meeting; At the same time, the sponsor representative and the project team need to explain and explain the problems and their solutions or implementation to the members. On the basis of full discussion on the main issues, the kernel Committee shall vote to decide whether the project issuance application passes the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions of the kernel meeting formed by integrating the opinions of the members of the kernel meeting to the project team, and the project team will reply and implement them.
Finally, the core department will also review the relevant documents submitted by the project team during the continuous supervision, and pay attention to the major abnormalities of the issuer during the continuous supervision. (II) internal audit opinions
On October 21, 2020, the project approval meeting of Weihai Honglin Electric Power Technology Co., Ltd. for IPO and listing on the gem was held in conference room 3, 26th floor of Citic Securities Company Limited(600030) building. The application for the project was discussed. After voting by all the core members participating in the meeting, the project passed the consideration of Citic Securities Company Limited(600030) core Committee, It is agreed that the application documents for the initial public offering of shares and listing on the gem of Weihai Honglin Power Technology Co., Ltd. shall be submitted to the regulatory authority for review.
Section II commitments of the sponsor
1、 The sponsor 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 China Securities Regulatory Commission and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly.
2、 The sponsor has sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on securities issuance and listing.
3、 The sponsor has 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.
4、 The sponsor has 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.
5、 The sponsor has 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.
6、 The sponsor guarantees that the designated sponsor representative and the relevant personnel of the sponsor have performed due diligence and prudent verification on the issuer’s application documents and information disclosure materials.
7、 The sponsor guarantees that there are no false records, misleading statements or major omissions in the issuance of the recommendation letter and other documents related to the performance of the recommendation duties.
8、 The sponsor guarantees that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and industry norms.
9、 The sponsor voluntarily accepts the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business.
10、 If there are false records, misleading statements or major omissions in the documents prepared and issued by the sponsor for the issuer’s initial public offering of shares, which cause losses to investors, the sponsor will compensate investors for the losses according to law.
Section III recommendation conclusion of the sponsor on this securities issuance and listing
1、 Recommendation conclusion
In accordance with the securities law, the measures for the administration of securities issuance and listing sponsorship business, the guiding opinions on issues related to securities companies engaging in the lead underwriting business of stock issuance, and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of initial public offerings on the gem”) Regulations such as the working standards for due diligence of sponsors, opinions on issues related to further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14) and the notice on special inspection of 2012 annual financial reports of initial public offering companies (issuance supervision letter [2012] No. 551), The project team conducted sufficient due diligence on the issuer, and the core meeting conducted a collective review. It is considered that the issuer meets the conditions for initial public offering and listing on the gem as stipulated in the securities law, the measures for the administration of IPO on the gem and other relevant laws and regulations. The issuer has independent innovation ability and growth, sound corporate governance structure and standardized operation; The issuer has outstanding main business, excellent business performance and good development prospects; The investment project of the raised funds in this issuance conforms to the national industrial policy and the issuer’s business development strategy, can produce good economic benefits, and is conducive to promoting the sustainable and stable development of the issuer. Therefore, the sponsor agrees to sponsor the issuer’s initial public offering and listing on the gem. 2、 The issuance has fulfilled the necessary decision-making procedures (I) decision-making procedures of the board of directors
On April 7, 2020, the issuer held the 19th meeting of the first board of directors. All directors attended the meeting and deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on Shenzhen Stock Exchange. (II) decision making procedures of the general meeting of shareholders
On April 23, 2020, the issuer held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on Shenzhen Stock Exchange and other relevant proposals.
In conclusion, the sponsor believes that the issuer has obtained the necessary approval and authorization for this issuance, performed the necessary decision-making procedures, and the decision-making procedures are legal and effective.
In accordance with the relevant provisions of the securities law, the sponsor has checked whether the issuer meets the issuance conditions specified in Article 12 of the securities law item by item, and the verification opinions are as follows:
(I) the issuer has established the general meeting of shareholders, the board of directors and the board of supervisors in accordance with the company law and other laws and regulations since it was established as a joint stock limited company as a whole, set up four special committees under the board of directors: Audit Committee, strategy committee, Nomination Committee and remuneration and assessment committee, and established the working system of independent directors and the working rules of the Secretary of the board of directors, We have established and improved internal organizations such as management, production, sales, finance, R & D and corresponding internal management systems. Directors, supervisors and senior managers can perform their duties according to law and have a sound and well functioning organization.
(II) according to the audit report (Rong Cheng Shen Zi [2021] No. 518z1060) issued by Rongcheng Certified Public Accountants (special general partnership), the issuer’s operating income in 2018, 2019, 2020 and January June 2021 was 1284260900 yuan, 1247637300 yuan, 1501568000 yuan and 1032245300 yuan respectively; Realization of attribution to the issuer
