The recommendation report of Western Securities Co., Ltd. on the recommendation of Zhejiang Dongma Baby Car Co., Ltd. to enter the national small and medium-sized enterprise equity transfer system was issued in accordance with the national distribution system for small and medium-sized enterprises (hereinafter referred to as “National Share Transfer Systemâ€). Rules concerning the Business Rules for the Transfer of Small and Medium-sized Enterprises (Trial) (hereinafter referred to as the “Business Rulesâ€), Zhejiang Dongma Baby Car Co., Ltd. (hereinafter referred to as “Dongma Baby Carriage†or “Companyâ€) on December 19, 2015 The establishment of a joint-stock company was convened, and a resolution was passed on the "Proposal on the Application for the Public Transfer of the Company's Shares in the National Share Transfer System, Including the Supervision of Unlisted Public Companies." On January 22, 2016, the Dongma Childs Vehicle submitted an application to the Western Securities Co., Ltd. (hereinafter referred to as “Western Securities†or “My Companyâ€) for the company’s application for the listing of shares on the national small and medium-sized share transfer system. According to the "Guidelines for the Due Diligence of the Securities Firms Sponsored by the National Share Transfer System for the Medium- and Small-sized Enterprises (Trial)" (hereinafter referred to as the "Guidelines for the Due Diligence of the Hosting Brokers"), the company's history and business status of the Dongma Baby Carriage , corporate governance, etc. conducted investigations and evaluations, and issued this report on the application of the company’s shares in the National Share Transfer System. I. Due Diligence Investigations Western Securities recommended the project group (hereinafter referred to as the “project teamâ€) of the company’s stock transfer into the national share transfer system to enter Dongma in September 2015 in accordance with the requirements of “Guidelines for the due diligence of the host securities firmâ€. Baby carriages work. During the period, the project team carried out due diligence on the Dongma stroller. The main items to be understood include the company's basic situation, historical evolution, independence, related transactions, peer competition, standardized operations, ongoing operations, financial status, development prospects, major issues, etc. . The project team talked with the company's management, including the chairman, general manager, financial manager and employees; reviewed the company’s charter, the shareholders’ meeting, the board of directors, the meeting of the board of supervisors, the company’s rules and regulations, accounting documents, accounting books, and finances. Accounting reports, annual inspection documents of industrial and commercial administrative departments, tax payment certificates, major business contracts, etc. Investigate the company's production and operation status, internal control system, standardized operation conditions, and development plans. Through the above-mentioned due diligence investigation, our company issued the "Zhejiang Dongma Baby Carriage Co., Ltd. stock into the nation's small and medium enterprises equity transfer system listing due diligence report." Second, the application for a listed company to meet the "business rules" provisions of the listing conditions First, established in accordance with the law and survived for two years The company's predecessor was Jiaxing Dongma Baby Car Co., Ltd. (hereinafter referred to as "limited") on September 26, 2010 by Natural person shareholders Gong Xingdi, Gong Jie, Wang Lingen, and Wang Chengyu jointly established RMB 2 million. On December 19, 2015, Co., Ltd. changed the company's net assets to not more than the audited stock and changed it into a joint stock limited company, which lasted for two full fiscal years. The company now has a registered capital of RMB 12 million and a total of three shareholders. The controlling shareholder and actual controller are Gong Xingdi and Jin Xiulong. According to investigations made by investigators on industrial and commercial registration data and company taxation, during the reporting period, there was no major violation of the law, and the company completed the annual inspection of industry and commerce on an annual basis. Therefore, the company has survived the laws since its establishment. The company meets the requirements of "established according to law and surviving for two years". Second, the business is clear, has the ability of continuing operations The company is a professional electric toy car R & D, design, production and sales of electric toy companies, with independent research and development of electric baby car molds and a complete industrial chain supporting system for the 3 - Children aged 8 provide safe, environmentally friendly, quality, and entertaining outdoor electric strollers. During the reporting period, the company’s main sales revenue came from baby carriages. The company’s operating income for the period from January to October, 2014, and 2013 was RMB 41,586,658.30, RMB 43,155,791.15 and RMB 28,352,923.28 respectively. The proportion of main income for the years from January to October, 2014, and 2013 was 100.00% respectively. The company's product structure is basically stable. The company focuses on R&D, design, and production of children's electric toy cars for several years. While developing its own branded products, the company has also obtained authorization from automakers such as Land Rover, Mercedes Benz, and Jaguar, and can rely on the appearance and interior of licensed real car models. The decoration design and production scaled down to a certain percentage to produce children's ride toy cars, and used the authorized trademark of internationally renowned automobile manufacturers, thereby realizing the rapid development of the company's business. As the company has strong R&D capability, production technology level, quality control system, perfect social responsibility system, and good sales channels and marketing capabilities, at present, the company has an annual production capacity of 300,000 baby carriages. At present, the company has formed a sales network that focuses on the whole country in East China, and gradually forms a nationwide marketing logistics network and customer service system through distributors and e-commerce platforms. In addition, the company actively expands its overseas sales market through toy fairs and other products. ODM's own brands are exported to over 60 countries or regions including the United States, Japan, Europe, Russia, and Brazil. In summary, the company has continuous operating capability. The company is in line with the requirement of “a clear business with continuous operating capabilityâ€. Thirdly, the corporate governance mechanism was sound. In the period of lawfully regulating the operation of the limited company, the company established shareholders' meetings, executive directors and supervisors. The establishment of the three sessions and the composition of personnel conformed to the provisions of the Company Law, the Articles of Association and relevant laws and regulations. However, during the period of the limited company, there were also irregularities such as not holding the three meetings strictly on time, keeping some of the documents of the three sessions not being archived, and omissions of the individual meeting records. However, the basic structure and duties of the three associations met the development status of the company at that time. After the establishment of the joint-stock company, the company established the general meeting of shareholders, the board of directors, and the board of supervisors in accordance with the relevant provisions of the "Company Law" and "Articles of Association", and established the governance structure of the three meetings. In order to improve corporate governance mechanisms and standardize the management and operation of the company, in accordance with the provisions of the Company Law, the Articles of Association, and relevant laws and regulations, the Rules of Procedure for the Shareholders' General Meeting, the Rules of Procedure for the Board of Directors, and the Rules of Procedure for the Supervisory Committee were formulated. The rules of procedure of the three conferences have further detailed provisions on membership, procedures for convening the conferences, rules of procedure, proposals, and voting procedures. The company has established a relatively complete internal control management system, including investor relations management system, related transaction management system, external guarantee management system, foreign investment management system, financial management system, procurement management system. The important decision-making of the company can be reviewed through relevant meetings in accordance with the “Articles of Association†and relevant rules of procedure and regulations. The shareholders, directors, supervisors and senior management personnel of the company can attend the relevant meetings and fulfill related rights and obligations as required. At present, the company's funds do not have to be occupied by the controlling shareholder or actual controller. Although the joint-stock companies have established a relatively complete corporate governance system, due to the relatively short establishment time of the joint-stock companies, the management of the company needs a process to understand, comply with, and adapt to the company's rules. In actual operations, the management still needs to continuously deepen the company's management. The concept of governance, deepen the study of related knowledge, improve the awareness of standardized operation, in order to ensure the effective operation of the corporate governance mechanism. The project team investigated the company’s original records, communicated with the company’s management about the integrity of the situation, and obtained a written statement signed by the company’s management. It promised that there were no major violations of laws and regulations in the past two years. There was no response to the company’s service within the last two years. Major violations of laws and regulations are punished with responsibility, and there are no large amounts of debt, fraud, or other dishonest behaviors that individuals do not repay. Through enquiry of the company’s management, the department of industry and commerce, taxation, environmental protection, production safety, and social security were inquired, and there was no case where the company was subjected to administrative punishment by the relevant administrative unit. Regarding the authenticity of the company's overseas business and whether it is legally compliant, the host brokerage company has conducted interviews with the company’s management and the International Trade Department, and has also examined the company's product export declarations, settlement documents, export tax refund invoices (tax refund) and The "sales contract" made a rational analysis of the dealer's gross profit margin during the reporting period. To sum up, the host brokerage firm believes that the company’s overseas business is real, the customs declaration for export sales, and tax rebates are legal and compliant. The company is in line with the requirements of “a sound corporate governance mechanism and legitimate business practicesâ€. Fourth, the equity is clarified, and the issuance and transfer of stocks are legally compliant. Since its establishment, the company has carried out 1 equity transfer and 1 capital increase. All of them held shareholders’ meetings in accordance with the law, fulfilled capital contributions, capital verification, or provided capital certificates. Changes and other legal procedures. On December 19, 2015, the company was changed to a stock company based on the company’s audited total net assets of the company. The company’s total share capital was 12 million yuan and each share was 1 yuan. The remaining part of the net assets was converted into capital reserve. The company convened a shareholders' meeting and conducted legal procedures such as auditing, evaluation, capital verification, and industrial and commercial changes. In summary, the company meets the requirements of “clear equity, legality and compliance of stock issuance and transferâ€. Fifth, the organizing brokers recommended and continuously supervised the signing of the “Recommendation, Listing and Continuing Supervision Agreement†between the company and Western Securities. Western Securities as the host brokerage company recommended that the company be listed on the national share transfer system and perform continuous supervision obligations. Therefore, the company meets the requirements of “sponsor brokers recommend and continue supervisionâ€. Sixth, other conditions required by the National Share Transfer System Co., Ltd. are not. In summary, the company complies with the listing requirements set out in Chapter 2 of the “National Small and Medium-sized Enterprise Equity Transfer System Business Rules (Trial)â€. III. Kernel Program and Kernel Opinions Our company recommended that Dongma Stroller’s shares enter the National Small and Medium-sized Equity Shares Transfer System. The listed project team will apply for shares in the National Small and Medium-sized Enterprise Transfers from January 23 to January 25, 2016. The system listing application documents were carefully reviewed and a core meeting was held on January 25, 2016. The core members participating in the meeting were Zhang Ping (industry), Zhu Qing (finance), Xu Yuxiu, Zhang Suxian, Wang Ping, Liu Bin, and Lin Lin (law). The above-mentioned core members did not have any violations or violation records in the past three years; there was no case of being a member of the project team; there was no holding of the company's proposed shares, or any position in the company, and other factors that might affect their fair performance situation. According to the “Guidelines for the Due Diligence of Hosting Brokers†and the “Business Rules†promulgated by the National Share Transfer System, the core members have reviewed and discussed the application for shares in the Dongma Stroller. The following review opinions were issued on the national share transfer system: (a) The “Zhejiang Dongma Baby Car Co., Ltd. stock†entered into the national small and medium-sized enterprise equity transfer system by the core team of our company in accordance with the “Guidelines for the Due Diligence of the Hosting Brokersâ€. The listed due diligence report was reviewed, and the due diligence worksheets were checked and verified. It is believed that the project team has carried out on-site inspections and data verification work in accordance with the requirements of the "Guidelines for Conducting Broker Investigations on Due Diligence"; the CPAs, lawyers, and industry analysts in the project team have already considered the financial and accounting matters involved in due diligence. , legal matters, business technical issues issued investigation reports. The project team has conducted due diligence in accordance with the "Guidance Guidelines for Due Diligence of Hosting Brokers." (II) According to the "Detailed Rules for the Disclosure of Information on Listed Companies of the Small and Medium-sized Enterprises Shares Transfer System (Trial)" and the "Guidelines for the Content and Format of the Public Transfer of the Small and Medium-sized Enterprises Transfer System (Trial)", the company produced the "Public Transfer Instructions". The information to be disclosed prior to listing basically meets the requirements for information disclosure. (III) The company has been established for two years; the company's business is clear and has the ability to continue to operate; its corporate governance mechanism is sound and its business is lawfully regulated; the company’s shareholdings are clear, and the issuance and transfer of shares are legally compliant; and the company and Western Securities Co., Ltd. Signing the "Recommendation, Listing and Continuing Supervision Agreement", Western Securities as a broker-dealer recommended brokerage company to be listed on the national share transfer system and perform continuous supervision obligations. In summary, the kernel group believes that the Dongma stroller complies with the conditions listed in Section 2.1 of the “National Small and Medium-sized Enterprise Equity Transfer System Business Rules (Trial)â€. Seven core members voted unanimously to recommend the Dongma stroller stock to enter the country. The share transfer system is listed. IV. RECOMMENDATIONS After our company’s due diligence on the Dongma stroller, we believe that the Dongma stroller meets the requirements for the public transfer of the company's shares as stipulated in the “National Small and Medium-sized Enterprise Equity Transfer System Business Rules (Trial)†issued by the national share transfer system. At the same time, our company believes that the Dongma stroller is in good condition. Statistics from recent years have shown that the baby stroller market has continued to expand in size and has maintained a stable growth trend. The baby stroller market will continue to maintain stable growth under a relatively stable economic environment. From the growth point of view, the annual growth rate of the stroller market is basically maintained at about 10%, and with the increase of spending power, the baby carriage price will have further room for improvement. Since the establishment of the company, it has been focusing on R&D, design, and production of electric toy cars for children for several years. While developing its own branded products, the company has also obtained authorization from auto manufacturers such as Land Rover, Mercedes-Benz, and Jaguar, which can be licensed under the authorized real car models. The appearance and interior design and production are reduced to a certain percentage to produce children's ride toy cars, and the use of internationally recognized car manufacturers authorized trademarks, thus achieving the rapid development of the company's business. At present, the company has an annual production capacity of 300,000 baby carriages. As the company has strong R&D and design capabilities, production technology level, quality control system, perfect social responsibility system, and good sales channels and marketing capabilities, at present, the company has formed a sales network that mainly radiates to the whole country in East China. Through the dealers, e-commerce platform gradually formed a nationwide marketing logistics network and customer service system. In addition, the company actively expands its overseas sales market through toy fairs and other products. ODM's own brands are exported to over 60 countries or regions including the United States, Japan, Europe, Russia, and Brazil. At the same time, the company has always attached great importance to product quality, established a complete set of systems from supplier selection, raw material acceptance, mold design and production, product processing, finished product inspection and safety testing, thus ensuring the company's product quality is stable and laid The stalls have a competitive position in the industry. In view of the above reasons, and the Dongma stroller complies with the conditions for the listing of stocks stipulated by the national share transfer system into the national share transfer system, our company recommends that the share of Dongma Baby Stroller be listed on the national small and medium enterprise equity transfer system. V. Reminding Investors to Note (I) Risks of Improper Control by the Actual Controller Although the company has formulated and implemented the "Rules of Procedure of the Shareholders' General Meeting," "Rules of Procedure of the Board of Directors," "Rules of Procedures of the Supervisory Committee," "Decision System of Related Party Transactions," Regulations such as the “External Guarantee Management System†and the “Outside Investment Management System†have improved the important system of corporate governance, and the actual controller has also made commitments not to use its actual controller status to harm the company’s interests and avoid competition with the industry. However, according to the “Articles of Association†and related laws and regulations, Jin Xiulong and Gong Xingdi are still able to exercise control and significant influence on the company through voting at the general meeting of shareholders and the board of directors. They have the ability to implement the election of directors of the company and indirectly according to their wishes. The appointment of senior management personnel, improper control over the company’s determination of dividend distribution policies, the promotion of mergers and acquisitions and other business decisions, and corporate finances may result in risks for the company’s operations and other minority shareholders. (II) The risk that the product's appearance licensing advantage is weakened The company's current main product production technology is designed and developed by the company itself, but the design of its main product baby stroller comes from Mercedes-Benz Accessories GmbH (Mercedes-Benz Accessories GmbH) ), JAGUAR LAND ROVER LIMITED (Jaguar Land Rover Co., Ltd.) license, and the foregoing authorizations are not exclusive and exclusive license. According to the relevant authorization contract arrangement, the company's Mercedes-Benz brand G55AMG1:4 stroller, SLR McLaren Stirling Moss1:4 stroller, 1:8 scooters are valid until December 31, 2016, SLR McLaren Roadster 722 S 2009 1:8 scooters validity period As of December 31, 2017; Jaguar F-TYPE stroller and 1:8 scooters, Land Rover Defender Guard baby carriage and 1:8 scooters are valid until December 31, 2017. If, after expiration, the company is unable to continue renewing the appearance and trademark graphics licensing contract, or the number of transferees for the relevant Mercedes-Benz brand-licensed models has increased significantly, it will affect the company's licensing advantages and market competitiveness to some extent. (III) R&D design and market competition risk The current main product production molds are R&D and design by the company, accurately grasp market demand, and continuously develop marketable new products suitable for school-age children and integrating novelty and safety. The R&D and design capability is one of the company's core competitiveness in maintaining rapid growth. The company will continue to attach importance to and increase investment in R&D in the coming years. However, due to consumers’ increasing convenience and safety requirements on the basis of their use and understanding, whether the company can continue to accurately grasp market demands and develop new competitive products will directly affect the company’s Business performance and sustained competitiveness. At the same time, the main products produced by the company are self-developed and designed baby stroller and authorized stroller. The latter is an electric child driving toy vehicle with three models of Mercedes-Benz, Land Rover and Jaguar. The licenses of the three brands are non-exclusive exclusive licenses. . If the number of licensees for the relevant brand-licensed models has increased significantly or if the company authorizes the emergence of a large number of market counterfeiting actions on each model, it will affect the company’s main revenue, which in turn will affect the company’s profits.
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