About Dongguan Securities Co., Ltd.
Recommend Guangdong Jingmao Health Technology Co., Ltd.
Report on entering the national SME share transfer system for listing
According to the "National SME Share Transfer System Business Rules (Trial)" (hereinafter referred to as the "System Business Rules") issued by the National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the "National Equities Exchange and Quotations Company"), "Regulations on the Recommended Business of Securities Companies Hosted by the Enterprise Share Transfer System (for Trial Implementation)" (hereinafter referred to as the "Recommendation Business Regulations"), "Guidelines for the Due Diligence Work of the Hosted Securities Companies of the National Equities Exchange and Quotations System" (hereinafter referred to as the "Investigation Guidelines"), Guangdong Jingmao Health Science and Technology Co., Ltd. (hereinafter referred to as "Jingmao Health" or "the company") has held a general meeting of shareholders on the listing of its shares in the National Equities Exchange and Quotations, and passed relevant resolutions. At the same time, our company has conducted due diligence on matters such as its financial status, sustainable operation capability, corporate governance and legal compliance, and issued this report on Jingmao Health's application for listing in the National Equities Exchange and Quotations.
I. Due Diligence
Dongguan Securities Co., Ltd. (hereinafter referred to as "Dongguan Securities") recommended Jingmao Health to enter the national SME share transfer system listing project team (hereinafter referred to as the "project team") and performed due diligence on Jingmao Health according to the requirements of the "Investigation Guidelines" During the investigation, the main matters learned include the company's basic situation, historical evolution, independence, related transactions, horizontal competition, standardized operation, continuing operations, financial status, development prospects, and major events.
The project team talked with the general manager, financial manager and some directors, supervisors and employees of Jingmao Health; checked the company's articles of association, the minutes of the three meetings (shareholders' meeting, the board of directors, the board of supervisors), the company's rules and regulations, accounting documents, accounting Account books, audit reports, annual inspection documents of the industrial and commercial administration department, tax payment vouchers, etc.; understand the company's production and operation status, internal control system, standardized operation and development plan. Through the above due diligence, the project team issued the "Guangdong Jingmao Health Technology Co., Ltd. Due Diligence Report", and expressed opinions on Jingmao Health's financial status, sustainable operation ability, corporate governance, legal compliance and other matters.
2. Core opinion
The core team of Dongguan Securities Recommended Listing Project (hereinafter referred to as the "core team") carefully reviewed the filing documents that Jingmao Health intends to apply for listing on the National Equities Exchange and Quotations, and held a core meeting on October 19, 2016 , The members participating in the core meeting include Zhang Chang, Gan Songlin, Li Longhai, Ni Mengyun, Huang Xiuyu, Wei Hongmei, and Huang Fan. Among them, Zhang Chang is the core commissioner, Zhang Chang is a lawyer, Gan Songlin is a certified public accountant, and Li Longhai is an industry analyst. The above-mentioned core members do not have any illegal or illegal records in the past three years; they do not serve as members of the project team; they do not hold shares in the company to be recommended, or work in the company, or have any other circumstances that may affect their fair performance of duties. situation.
According to the "Recommended Business Regulations" and other requirements for the core audit, the participating core committee members issued the following audit opinions on the listing of Jingmao Health after discussion:
(1) The project team has conducted on-the-spot inspection and data verification of the company in accordance with the requirements of the "Investigation Guidelines"; the certified public accountants, lawyers, and industry analysts in the project team have discussed the financial and accounting matters and legal matters involved in the due diligence investigation. , business and technical matters issued an investigation report. The project team has conducted due diligence on the company in accordance with the requirements of the Investigation Guidelines.
(2) The company has produced the "Guangdong Jingmao" in accordance with the requirements of the "Detailed Rules for Information Disclosure of Companies Listed on the National Equities Exchange and Quotations (Trial)" and the "Guidelines for the Content and Format of the Public Transfer Instructions of the National Equities Exchange and Quotations (Trial)". Health Technology Co., Ltd. Public Transfer Instructions, the information to be disclosed before listing meets the requirements of information disclosure.
(3) Jingmao Health has been established for two years; the business is clear, and it has the ability to continue to operate; the corporate governance mechanism is sound, and the operation is legal and regulated; the equity is clear, and the stock issuance and transfer behavior is legal and compliant; the sponsoring brokerage recommends and continues to supervise; the company does not Enterprises belonging to the negative list of listed access.
According to the requirements of the "Recommendation Business Regulations", the core meeting voted on whether to recommend Jingmao Health to be listed on the National Equities Exchange and Quotations. Voting is by registered ballot, with one person, one vote. The voting results are: 7 votes in favor and 0 votes against. The meeting conditionally agreed to recommend Jingmao Health to be listed on the National Equities Exchange and Quotations.
According to the project team's due diligence on Jingmao Health, our company believes that Jingmao Health meets the conditions for entering the national SME share transfer system:
(1) It was established in accordance with the law and lasted for two years
Jingmao Health, formerly known as Dongguan Jingmao Electromechanical Products Co., Ltd. (hereinafter referred to as "Jingmao Co., Ltd."), was established on May 19, 2004, and obtained the "Enterprise Legal Person Business" issued by the Dongguan Administration for Industry and Commerce to Jingmao Co., Ltd. License" (registration number: 4419002020136).
On August 16, 2016, Tianjian Certified Public Accountants (special general partnership) issued the "Tianjian Shen  No. 7-507" "Audit Report". After auditing, as of June 30, 2016, the company's general manager The assets are 19,191,904.24 yuan, and the total net assets are 12,253,020.93 yuan.
On August 21, 2016, Kaiyuan Assets Appraisal Co., Ltd. issued "Kaiyuan Evaluation Report Zi  No. 462" "Appraisal Report". As of June 30, 2016, the appraisal value of the company's net assets was 12.2948 million yuan.
On August 22, 2016, the Co., Ltd. held a shareholders' meeting and agreed that Tianjian Certified Public Accountants (special general partnership) shall audit the company with June 30, 2016 as the audit benchmark date, and issue an "audit report", the company The audited and confirmed net assets were RMB 12,253,020.93; it was agreed with Kaiyuan Assets Appraisal Co., Ltd. The asset appraisal result was RMB 12,294,800. The shareholders' meeting agreed to convert the company's audited net assets of 12,253,020.93 yuan into shares, of which 12,000,000.00 yuan was converted into the share capital of the joint-stock company.
On August 23, 2016, all shareholders of the limited company signed the "Sponsor's Agreement" as promoters, and all promoters agreed to establish a joint-stock company in the form of changing the limited liability company as a joint stock company as a whole.
On September 7, 2016, Guangdong Jingmao Health Technology Co., Ltd. held the founding meeting and the first extraordinary shareholders meeting in 2016. The meeting reviewed and approved the "About the overall change of Dongguan Jingmao Electromechanical Products Co., Ltd. to Guangdong Jingmao Health Technology Co., Ltd." Co., Ltd.", "Proposal on the Articles of Association of Guangdong Jingmao Health Technology Co., Ltd.", "Proposal on Election of Directors of the First Board of Directors of Guangdong Jingmao Health Technology Co., Ltd.", "About Guangdong Jingmao Health Technology Co., Ltd." Proposals such as the Proposal on Allowances for Directors and Supervisors of Co., Ltd., elected directors and shareholder representative supervisors of joint-stock companies, and passed corporate governance rules such as the Rules of Procedure for General Meetings of Shareholders.
On September 14, 2016, Tianjian Certified Public Accountants (Special General Partnership) Guangdong Branch issued "Tianjian Yueyan  No. 65" "Capital Verification Report", as of September 7, 2016, the company (in preparation) The audited net assets of Dongguan Jingmao Electromechanical Products Co., Ltd. as of June 30, 2016 have been received by all investors of RMB 12,253,020.93. According to the relevant provisions of the "Company Law", according to the company's share conversion plan, the The above-mentioned net assets are equivalent to the paid-in capital of RMB 10,200,000, and the capital reserve is RMB 253,020.93.
On September 28, 2016, the company obtained the "Business License" issued by Dongguan Administration for Industry and Commerce, and the joint-stock company was changed and established.
After checking the company's previous capital verification reports, the company's registered capital has been paid in, and there is no false capital contribution.
In summary, the joint-stock company has been established in accordance with the law and has existed for two years.
(2) The business is clear and has the ability to continue operating
1. The company was established on May 19, 2004, focusing on the manufacturing field of health medical equipment, for health
Health medical device manufacturing customers to provide the necessary parts. The company's main business is the research and development, design, manufacture and sales of micro-motors such as lift motors and linear drives. Products are mainly used in treadmills, medical equipment, massage chairs, ventilation equipment and other electrical equipment.
As of the date of this report, the company's main business has not changed significantly.
2. According to the "Tianjian Accounting Firm (Special General Partnership)" issued on August 16, 2016
Jianshen  No. 7-507" "Audit Report" confirmed, January-June 2016, 2015, 2014
In the year, the company's main business income was 16,325,256.46 yuan, 34,358,018.06 yuan,
33,596,991.80 yuan, the proportion of the company's main business income to operating income is 99.70%,
100.00%, 99.99%, the company's business is clear.
3. By asking the company's management and accountants, and consulting the annual inspection documents of the company's industrial and commercial administration department, the company has continued to operate in the past two years, and there is no situation of termination of operation.
In summary, the company's main business has not undergone major changes in the past two years.
(3) Sound corporate governance structure and legal and standardized operations
The company has established a corporate governance structure with mutual constraints such as the general meeting of shareholders, the board of directors, the board of supervisors, and the management management, and has established a general manager's office, business department, procurement department and other institutions, and the departmental settings are relatively complete. The various functional departments of the company can operate under the leadership of the management in accordance with the management system formulated by the company. The company has formed a more effective operation mode that adapts to the actual situation, with a clear division of labor and clear functions.
During the reporting period, the Company had certain flaws in the implementation of various rules and regulations. The management of the company will continue to strengthen the company's standardized governance, continuously strengthen the integrity of various internal control systems and the effectiveness of system implementation, and operate in strict accordance with the "Company Law", "Articles of Association" and the rules of procedure of the three meetings and other rules and regulations.
During the reporting period, there was no damage to the legitimate rights and interests of the company's shareholders, creditors and third parties.
In conclusion, the corporate governance structure is sound and the operation is legal and standardized.
(IV) The issuance and transfer of shares of the company are legal and compliant
According to the investigation of the company, necessary meetings were held for the issuance and transfer of the company's shares, relevant agreements were signed, and necessary procedures were performed to comply with laws and regulations.
(5) The sponsoring broker recommends and continues to supervise
The company and Dongguan Securities Co., Ltd. signed the "Recommendation Listing and Continuous Supervision Agreement", which is legal, compliant and effective.
(VI) Explanation that the company does not belong to the negative list for listing access
Jingmao Health focuses on the manufacturing of health and medical devices, and provides necessary components for customers in the health and medical device manufacturing industry. The company's main business is the research and development, design, manufacture and sales of micro-motors such as lift motors and linear drives. Products are mainly used in treadmills, medical equipment, massage chairs, ventilation equipment and other electrical equipment. According to the "Guidelines for the Classification of Managed Industries of Listed Companies" issued by the National Equities Exchange and Quotations Co., Ltd. (Share Zhuan System Announcement  No. 23), the company's industry is "C3819 micromotors and other products under the category of "C manufacturing". Motor Manufacturing" subcategory. According to the "Guidance Catalogue of Key Products and Services for Strategic Emerging Industries" (2016 Draft for Comments) issued by the National Development and Reform Commission on July 5, 2016, the company's products belong to the "Intelligent Manufacturing Equipment Industry" in the "High-end Equipment Manufacturing Industry". The "high-speed precision gear transmission device" of "key basic components for intelligent equipment", so the company belongs to the category of technological innovation.
The company's operating income from January to June in 2014, 2015 and 2016 was 33,600,991.80 yuan,
34,358,018.06 yuan and 16,375,021.66 yuan, the cumulative operating income of the last two years and the first phase is not less than 1,000
According to the "Notice of the State Council on Further Strengthening the Elimination of Outdated Production Capacity" (Guo Fa  No. 7) and the "Guiding Opinions of the State Council on Resolving Serious Overcapacity Contradictions" (Guo Fa  No. 41) issued by the State Council, The industries that the country has eliminated outdated and overcapacity mainly include electric power, coal, steel, cement, non-ferrous metals, coke, paper, leather, printing and dyeing, plate glass, ships and other industries. ”, the main business is the research and development, design, manufacturing and sales of micro-motors such as lift motors and linear drives. Therefore, the company’s main business in the last year and the first phase does not include industries that are outdated and overcapacity eliminated by the country.
In summary, the company does not belong to the negative list of listed companies.
4. Reasons for recommendation and recommendations
After our company's due diligence on Jingmao Health, Jingmao Health focuses on the manufacturing of health and medical devices, and provides necessary parts and components for customers in the health and medical device manufacturing industry. The company's main business is the research and development, design, manufacture and sales of micro-motors such as lift motors and linear drives. Products are mainly used in treadmills, medical equipment, massage chairs, ventilation equipment and other electrical equipment. It has good development prospects and space, the company's operation is standardized, its main business is outstanding, and it meets the requirements for the public transfer of company shares in the "National Small and Medium Enterprise Share Transfer System Business Rules (Trial)" issued by the National Share Transfer System.
In view of the fact that Jingmao Health complies with the conditions stipulated by the National Share Transfer System for stocks to enter the National Share Transfer System, our company recommends Jingmao Health to be listed on the National Equities Exchange and Quotations.
V. Matters to be brought to the attention of investors
(1) Risk of relying on non-recurring gains and losses
In 2014, 2015 and January to June 2016, the company's non-recurring profit and loss were -7,071.98
RMB 309,250.00 and RMB 34,131.44, accounting for -2.89%, 102.08% and 14.56% of the net profit respectively.
In 2015, non-recurring gains and losses accounted for a relatively high proportion of net profit, making the net profit after deducting non-recurring gains and losses
Profit is negative, which has a certain impact on the company's operating performance.
Countermeasures: In the long run, the impact of non-recurring profits and losses on the company's operating performance will gradually decrease. With the steady development of the company's various businesses and the continuous development of new businesses and new markets, the operating results from January to June 2016 appeared. Significant improvement, the impact of non-recurring gains and losses on net profit will gradually decrease.
(2) Risk of insufficient liquidity
On December 31, 2014, December 31, 2015, and June 30, 2016, accounts receivable
The face values are 7,818,103.07 yuan, 8,276,958.86 yuan, and 10,007,199.73 yuan respectively, and the book value of inventories
Values are 4,384,666.48 yuan, 4,727,459.66 yuan, 4,839,298.50 yuan, accounts receivable and inventory
The total book value is 12,202,769.55 yuan, 13,004,418.52 yuan, 14,846,498.23 yuan, accounting for the current
The proportion of assets is 78.21%, 81.28%, 88.39%, the proportion of total assets is 72.25%,
72.11%, 77.36%. At the end of each period during the reporting period, the company's accounts receivable and inventory accounted for a large proportion of current assets and total assets. If the company's asset operation is affected by force majeure factors such as the macroeconomic downturn, the company's orders are reduced or the customer's payment speed is slowed down, it may be possible. Risk of illiquidity.
Countermeasures: The company will reasonably arrange capital investment, improve the efficiency of capital use, actively negotiate with customers, speed up the collection of accounts receivable and increase the proportion of accounts received in advance, and reduce the occupation of the company's working capital; at the same time, the company will optimize the raw material procurement model. , according to the market conditions, reasonably determine the amount of each purchase of raw materials; continue to innovate production technology, improve the company's order processing capacity, shorten the delivery cycle, and reduce the inventory of general raw materials and accessories. In order to reduce the company's liquidity risk.
(3) Risk of fluctuations in raw material prices and labor costs
The fluctuation of upstream raw material prices and labor costs has a direct impact on the micro-motor industry. Raw materials are affected by the global macroeconomic situation. If the price of raw materials rises sharply, the cost of products will increase; at the same time, if the cost of labor increases, the cost of products will increase. Compress industry profits. With the improvement of industry competition, the company's bargaining power will not have an advantage, and it is difficult to transfer costs to the downstream, thus affecting the company's growth.
Countermeasures: In response to the risk of upstream raw material price fluctuations, the company has maintained a good relationship with major raw material suppliers, and timely grasped market trends. At the same time, the company will appropriately grasp the reserves of raw materials, and try to avoid the cost of raw material price changes to the company. influences. In response to the risk of labor cost fluctuations, the company will introduce more automated production equipment to improve the company's automated production level, thereby reducing the company's exposure to labor cost fluctuations.
(4) Risk of exchange rate fluctuations
During the reporting period, the company's export sales were priced and settled in US dollars.
The continued depreciation will have a certain impact on the company's operating performance. From January to June 2015 and 2016, the company issued
The foreign exchange gains were 260.31 yuan and 17,973.71 yuan, accounting for 0.001% and 0.001% of the operating income, respectively.
0.110%. Although foreign exchange gains and losses have little impact on the company's profits during the reporting period, if the exchange rate fluctuates greatly, it may still have a certain impact on the company's operating results.
Countermeasures: The company has not taken corresponding countermeasures at present. If the future exchange loss is too large, the company plans to use financial instruments such as forward foreign exchange settlement and sales to lock in exchange costs and reduce exchange losses.
(5) Risk of customer concentration
From January to June 2016, 2015 and 2014, the company's sales to the top five customers were
11,709,053.86 yuan, 22,593,841.34 yuan and 22,563,565.80 yuan, the proportion of total operating income
were 71.72%, 65.76% and 67.16% respectively. During the reporting period, the sales revenue achieved by the company's top five customers
The proportion is relatively high, the company's main customers are relatively concentrated, and the company has operational risks brought about by the concentration of customers. If there are adverse changes in the production and operation of the company's major customers, the number of purchases of the company's products may be reduced, which will have a greater impact on the company's product sales revenue, which may cause the company's sales revenue to not maintain sustainable growth.
Countermeasures: In response to the risk of the company's customer concentration, on the one hand, the company will strive to maintain the existing high-quality customers, provide high-quality customers with faster response speed and higher degree of cooperation, improve customer satisfaction, and thus strengthen customer loyalty. On the other hand, the company will use its reputation in the industry to increase market development and increase market share.
(VI) Technical risk
This industry is a technology-intensive industry. The market competition in the industry is mainly reflected in the competition of product technology content and R&D technology level. It faces the lag risk caused by the competition of high-quality talents and the requirement of rapid updating of knowledge structure. There is a loss of core technical personnel. Or the risk of leaking key technologies. Although the company's lift motors and linear drives have strong technical advantages in China as a whole, with the rapid development of micro-motor application technology in modern society, the company continues to maintain effective innovation in technology research and development to ensure that products quickly meet market demand. There is still a lot of pressure.
Countermeasures: Although the company has mastered the more advanced technologies in the field of lifting motors and linear drives, it still needs to increase the research and development efforts to maintain the company's technical level in the forefront of the industry and consolidate the company's position in the industry. At the same time, in addition to focusing on the research and development of lift motors and linear drives, the company also uses its own advanced motor technology to develop other types of motor products, enrich the company's technical system, and improve the company's knowledge.
(VII) Risk of improper control by controlling shareholders and actual controllers
The company's shareholders Jiao Xinjian and Wu Xiaoxia are husband and wife, holding a total of 84.83% of the company's shares.
At the same time, Jiao Xinjian serves as the company's chairman and legal representative, and Wu Xiaoxia serves as the company's director. Jiao Xinjian is the controlling shareholder of the company; Jiao Xinjian and Wu Xiaoxia are the actual controllers of the company, and they can exert significant influence on the company's business decisions.
Countermeasures: In order to reduce the risk of improper control by controlling shareholders and actual controllers, the company has formulated clauses to protect the interests of small and medium shareholders in the Articles of Association, formulated the rules of procedure for the "three meetings", and improved the company's internal control system, etc. , since the establishment of the joint-stock company, it has not been found that the controlling shareholder or actual controller has used their control rights to infringe upon the interests of small and medium shareholders and the company.
(VIII) Corporate governance risk
The company was changed to a joint-stock company as a whole on September 28, 2016. The joint-stock company was established for a short period of time.
There is a certain risk of irregularities in corporate governance in the short term.
Countermeasures: For this purpose, the joint-stock company has formulated new "Articles of Association", "Three Meetings" rules of procedure, "General Manager's Working Rules", "Related Transaction Management System", "Information Disclosure Management System" and other systems, and established internal The control system improves the corporate governance structure and improves the management's awareness of standardization. However, due to the short establishment of the joint-stock company, the company's management and employees still need a process to understand and implement the relevant systems.
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Dongguan Securities Co., Ltd.