Citic Securities Company Limited(600030)
about
Shenzhen Han nationality CNC Technology Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
Sponsor (lead underwriter)
(North block, Zhuoyue Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province) December, 2001
Statement
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ", "sponsor" or "sponsor") is entrusted by Shenzhen Han Numerical Control Technology Co., Ltd. (hereinafter referred to as "Han numerical control" or "issuer" or "company") to act as the sponsor of Han numerical control's initial public offering of shares and listing on the gem (hereinafter referred to as "this securities offering" or "this offering").
Citic Securities Company Limited(600030) and its designated sponsor representative shall, 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"), the measures for the administration of the registration of initial public offerings on the gem (Trial) (hereinafter referred to as the "measures for the registration of initial public offerings on the gem") Measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation business") And other relevant laws and regulations and the relevant provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission, be honest and trustworthy, be 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, accuracy, integrity and timeliness of the documents issued. 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.
Unless otherwise specified in this offering recommendation, relevant terms have the same meaning as in the prospectus of Shenzhen Han's CNC Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the "prospectus").
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance 3 I. name of recommendation institution 3 II. Information of project sponsor representative, CO sponsor and other members of the project team 3. Basic information of the issuer 4. The relationship between the sponsor and the issuer 4 v. core procedures and opinions of the recommendation institution Section 2 commitments of the sponsor Section III recommendation conclusion of the recommendation institution on the issuance and listing of Securities 8 I. recommendation conclusion 8 II. This issuance has fulfilled the necessary decision-making procedures 8 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 initial registration of gem 9 v. Han'S Laser Technology Industry Group Co.Ltd(002008) the listing of the spin off issuer complies with the provisions of the spin off Provisions 12 VI. main risks faced by the issuer 17 VII. Evaluation on the development prospect of the issuer 17 VIII. Main business conditions after the audit deadline of financial report 27 IX. verification opinions on the filing of private investment funds among the shareholders of the issuer 27 X. verification opinions on the issuer's measures to fill the diluted immediate return 30 Xi. Verification opinions on the employment of a third party by the issuer and the recommendation institution thirty
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 Project sponsor representative, CO sponsor and other members of the project team
Citic Securities Company Limited(600030) appoint Wu Bin and Xiong Keyi as the sponsor representatives of the issuer's initial public offering and listing on the gem; Huang Zihua is designated as the Project Co organizer of this issuance; Chen Jianjian, Zeng Jinsong, Xie Bowei, Shenfei and Wu Ziyuan are designated as other members of the project team. (I) main practice of the project sponsor representative's sponsor business
Wu Bin, male, sponsor representative, now senior vice president of Citic Securities Company Limited(600030) Investment Banking Regulatory Commission, securities practice number: s10107204004. He was responsible for or participated in IPO projects such as Shenzhen Huicheng, Dongcai, Shen Zhen Shengxunda Technology Co.Ltd(300518) , Shenzhen Tongyi Industry Co.Ltd(300538) , Chow Tai Seng Jewellery Company Limited(002867) , Guangxi Wuzhou Communications Co.Ltd(600368) , Guangxi Liugong Machinery Co.Ltd(000528) , Shenzhen Senior Technology Material Co.Ltd(300568) convertible bonds, Guangdong Goworld Co.Ltd(000823) , Szzt Electronics Co.Ltd(002197) private placement and other refinancing projects, and major asset restructuring projects such as Shangfeng high tech and Zhongke Yinghua.
No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association.
Xiong Keyi, female, sponsor representative, now senior manager of Citic Securities Company Limited(600030) investment banking committee, securities practice number: s1010112003086. Participated in IPO projects such as L&K Engineering (Suzhou) Co.Ltd(603929) , Xinjiang Tianshun Supply Chain Co.Ltd(002800) , New Universal Science And Technology Co.Ltd(300472) , Jilin Sino-Microelectronics Co.Ltd(600360) , Beijing Creative Distribution Automation Co.Ltd(002350) , Huaren Pharmaceutical Co.Ltd(300110) and refinancing projects such as Guangdong Piano Customized Furniture Co.Ltd(002853) and Lotus Health Group Company(600186) .
No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association. (II) main practice of sponsor business of the Project Co sponsor
Huang Zihua, male, Chinese certified public accountant, is currently the vice president of Citic Securities Company Limited(600030) investment bank management committee, and the securities practice number is s10101141120013. He was responsible for or participated in the La Chapelle IPO project, the major asset restructuring project of China Merchants port group, the asset purchase project of Xinlun technology by issuing shares, Shenzhen Aoto Electronics Co.Ltd(002587) and Shenzhen Deren Electronic Co.Ltd(002055) and other non-public stock issuance projects, and the public issuance of corporate bonds by China Merchants port group.
No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association.
(III) other members of the project team
Other members of the project team include Chen Jianjian, Zeng Jinsong, Xie Bowei, Shen Fei and Wu Ziyuan. 3、 Basic information of the issuer
Company name: Shenzhen Han nationality Numerical Control Technology Co., Ltd
English Name: Shenzhen Han's CNC Technology Co., Ltd
The registered capital is 378 million yuan
Legal representative: Yang Chaohui
Date of establishment of the company: April 22, 2002
Date of establishment of the joint stock company: November 11, 2020
Registered address: 1st, 2nd, 3rd and 4th floors of plant 17, antuoshan high tech Industrial Park, Shaer community, Shajing street, Bao'an District, Shenzhen; 1st and 2nd floors of plant 2; 1st and 2nd floors of plant 14
Postal Code: 518057
Tel: 0755-86018244
Fax No.: 0755-86018244
Internet address http://www.hanscnc.cn./
E-mail [email protected].
Office of the Secretary of the board of directors of information disclosure and Investor Relations Department
Zhou Xiaodong, head of the office of the board of directors
Telephone number of the office of the board of directors: 0755-86018244
4、 Related relationship between the sponsor and the issuer (I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties or held by the sponsor or its controlling shareholders, actual controllers and important related parties through participation in the strategic placement of this issuance
As of June 30, 2021, the sponsor has held 474720 shares of the issuer's controlling shareholder Han'S Laser Technology Industry Group Co.Ltd(002008) (company abbreviation: Han'S Laser Technology Industry Group Co.Ltd(002008) , securities code: 002008) through Citic Securities Company Limited(600030) proprietary business stock account, special account for credit and securities lending and asset management business stock account, accounting for about 0.04% of the total share capital of Han'S Laser Technology Industry Group Co.Ltd(002008) .
Except that there may be a small amount of other normal secondary market securities investment, the recommendation institution or its controlling shareholders, actual controllers and important related parties do not hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties.
(II) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties by the issuer or its controlling shareholders, actual controllers and important related parties
As of June 30, 2021, except that there may be a small amount of normal secondary market securities investment, the issuer or its controlling shareholders, actual controllers 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 of the sponsor and his / her spouse, directors, supervisors and senior managers hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, as well as their positions in the issuer or its controlling shareholders, actual controllers and important related parties
As of June 30, 2021, the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution do not directly or indirectly own the interests of the issuer or hold positions at the issuer or its controlling shareholders, actual controllers and important related parties. (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 June 30, 2021, there is no credit business, mutual guarantee or financing between the controlling shareholders, actual controllers and important related parties of the sponsor and the controlling shareholders, actual controllers and important related parties of the issuer, which are different from normal business conditions. (V) other related relationships between the sponsor and the issuer
As of June 30, 2021, there is no other related relationship between the sponsor and the issuer.
5、 Core procedures and opinions of recommendation institutions (I) core 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:
First, the core 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 reviewers 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 issue 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 will vote to decide whether the application for project issuance and application has passed 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) core comments
On April 7, 2021, Citic Securities Company Limited(600030) held a project approval meeting for the initial public offering of shares and listing on the gem of Shenzhen Han's CNC Technology Co., Ltd. in conference room 2 on the 21st floor of Citic Securities Company Limited(600030) building. The application for the project was discussed and voted by all the core members participating in the meeting, The core Committee of the sponsor agrees to submit the application documents for the initial public offering of shares and listing on the gem of Shenzhen Han nationality CNC Technology Co., Ltd. to the regulatory authority for review.
Section 2 commitments of the recommendation institution
The recommendation institution 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.
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; There are no false records, misleading statements or major omissions in the issuer's application documents and information disclosure materials; The basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable; There is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institutions.
The sponsor guarantees that the sponsor representative and relevant personnel designated by the sponsor have been diligent and conscientious, and have conducted due diligence and prudent verification on the application documents and information disclosure materials; 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; The professional services provided and professional opinions issued comply with laws and regulations
