UBS Securities Co., Ltd. on the recommendation letter for the initial public offering (A shares) of Entropy Technology Co., Ltd. and its listing on the gem. The sponsor (lead underwriter) UBS Securities Co., Ltd. 12 / F, Yinglan international financial center, No. 7, Financial Street, Xicheng District, Beijing 3-1-2-1 on the 15th floor states that UBS Securities Co., Ltd. (hereinafter referred to as “UBS Securities” or “sponsor”) and its designated sponsor representative shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”) Relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “Registration Measures”) and the rules for the listing of shares on the gem of Shenzhen Stock exchange (hereinafter referred to as the “GEM Listing Rules”) In accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange, we are 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 that the documents issued are true, accurate and complete. Unless otherwise specified, the relevant terms in this offering recommendation letter have the same meaning as in the prospectus of Entropy Technology Co., Ltd. for initial public offering and listing on GEM (application draft). 3-1-2-2 statement of contents 1 table of contents Section 1 basic information of this securities issuance 3 I. information about the sponsor representative, CO sponsor and other members of the project team of this securities issuance 3 II. Basic information of the issuer 4 III. description of the relationship between the sponsor and the issuer 5 IV. internal audit procedures and core opinions of the recommendation institution 6 v. verification opinions on the paid employment of a third party by the recommendation institution and the issuer for the securities issuance 8 section II commitments of the recommendation institution 10 section III recommendation on this securities issuance 11 I. recommendation conclusion of the recommendation institution on this securities issuance 11 II. Internal decision-making procedures performed by the issuer for this securities issuance and listing 11 III. The issuer’s issuance meets the relevant conditions stipulated in the securities law 12 IV. The issuer’s issuance meets the relevant conditions specified in the registration measures and the GEM Listing Rules V. verification of the issuer’s shareholders’ performance of the filing procedures of private investment funds 16 VI. main risks of the issuer 17 VII. Evaluation on the development prospect of the issuer 293-1-2-3 section I basic information of this securities issuance I. sponsor representative, CO sponsor and other members of the project team of this securities issuance (I) sponsor representative of this securities issuance the sponsor representative of this securities issuance project is Luo Yong and Chen Chuan. The implementation of its sponsor business is as follows: Luo Yong, male, executive director and sponsor representative of global investment banking department, He holds a master’s degree in management from Huazhong University of science and technology. Mr. Luo Yong joined UBS Securities Investment Bank headquarters in 2017. Before joining UBS Securities, he had been engaged in investment banking business in Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. for eight years. Mr. Luo Yong has presided over or participated in Hubei Kailong Chemical Group Co.Ltd(002783) IPO, Hongxiang power IPO, Liaoning Sg Automotive Group Co.Ltd(600303) share allotment in 2010, Liaoning Sg Automotive Group Co.Ltd(600303) non-public offering in 2013, Hongxiang power issued shares to acquire assets and raise funds, Shenzhen Refond Optoelectronics Co.Ltd(300241) issued shares to acquire assets and raise funds J.S.Corrugating Machinery Co.Ltd(000821) management acquires independent financial consultants and Chaozhou Three-Circle(Group) Co.Ltd(300408) company indirectly acquires Xiangyang Automobile Bearing Co.Ltd(000678) financial consultants and other projects.
After joining UBS Securities, Mr. Luo Yong once served as the sponsor representative and project leader of Shanghai Haohai Biological Technology Co.Ltd(688366) 1.588 billion Yuan Science and Innovation Board IPO project and China Merchants Bank Co.Ltd(600036) 27.5 billion yuan domestic preferred stock project. At present, he is serving as the sponsor representative of A-share IPO project of Wanlian Securities Co., Ltd. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record. Chen Chuan, male, director of global investment banking department and sponsor representative, holds a master’s degree from City University of London. Mr. Chen Chuan joined UBS Securities Investment Bank headquarters in 2017. Before joining UBS Securities, Mr. Chen Chuan worked in the headquarters of Haitong Securities Company Limited(600837) investment bank. The projects that Mr. Chen Chuan is mainly responsible for and participated in include the initial public offering and listing of Hainan Shuangcheng Pharmaceuticals Co.Ltd(002693) 300 million yuan, the simultaneous non-public offering of 2.8 billion yuan in the backdoor of Beijing culture, Zhongtian Financial Group Company Limited(000540) 2 billion yuan purchase of major assets, Zhongtian Financial Group Company Limited(000540) 2.9 billion yuan non-public offering in 2016, Zhongtian Financial Group Company Limited(000540) 2.7 billion yuan non-public offering in 2014 Guizhou Wire Rope Co.Ltd(600992) 500 million yuan non-public offering and other projects. At present, he is serving as the sponsor representative of A-share IPO project of Wanlian Securities Co., Ltd. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record. (II) the co sponsor and other members of the project team of this securities issuance. The co sponsor of this securities issuance project is Cai Zhiwei. The implementation of its recommendation business is as follows: 3-1-2-4 Cai Zhiwei, male, deputy director of global investment banking department, holds a master’s degree in finance from Peking University. Mr. Cai Zhiwei joined UBS Securities in 2016. As a key member of the project, he has presided over or participated in China Merchants Bank Co.Ltd(600036) non-public offering of preferred shares, Bank Of Jiangsu Co.Ltd(600919) non-public offering of preferred shares and other projects. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record. Other project team members: Sun Lijun, Liu Yuanqiu, Cui Jianmin, Zhang Shi, Guan Chenyang, song Guchuan, Sun Bo and Zhu Peng. 2、 Basic information of the issuer Chinese Name: Entropy Technology Co., Ltd English Name: zkteco Co, Ltd. registered capital: RMB 111.369038 million legal representative: jinhairong Co., Ltd. date of establishment: December 14, 2007 overall change date of establishment: July 14, 2016 address: No. 32, Pingshan Industrial Road, Tangxia Town, Dongguan City, Guangdong Province Postal Code: 523710 Tel.: 0769-82618868 Fax: 0769-82618848 Internet website: www.zkteco.com com. Email: [email protected]. Department responsible for information disclosure and Investor Relations: person in charge of the office of the board of directors: Guo Yanbo Tel.: 0769-82618868 business scope: R & D, production and sales: Biometric equipment and related software such as fingerprint, face, iris and vein, IC card reader and writer and related software, security inspection equipment, office equipment 3-1-2-5 equipment, electronic products, Mold, hardware products; R & D, production and sales: luggage bag safety inspection equipment, security inspection door, explosive drug detector, liquid safety detector, vehicle safety detection system, detector, safety explosive removal equipment and related software and system platform; Development, R & D, production and sales: mechatronics products, electronically controlled automatic doors, traffic management equipment and facilities, security products and security intelligent system equipment; Development, R & D, production and sales: smart card and read-write management equipment, national secret algorithm reader, touch all-in-one machine, display module, computer all-in-one machine, handheld terminal products, desktop terminal products, electronic module products, encrypted data terminal, computer software and electronic technology; Design, development, integration, consultation and sales: computer information system and its software; Design, development, production and sales: social public safety equipment, intelligent system equipment and self-service terminal products; R & D, production and sales: smart locks, electronic locks, smart home devices, smart electronic devices and related software; Processing, production and sales: document photographing instrument, high-speed photographing instrument and fingerprint instrument; R & D, production and sales: Biometric intelligent terminal, identity verification terminal, fingerprint identity authentication related products and identity authentication related software; Assembly, development, production and sales: parking lot entrance and exit controller, access control products, road gate, RF card reader, three roller gate and intelligent channel gate; Technology development, production and sales of embedded software based on Intelligent chips and devices; R & D, manufacturing and sales of public safety video monitoring equipment; Development and sales of video monitoring system software; Computer and Internet software development and related technical consulting and services; Information system integration and related consulting and technical services; Cloud computing software development; Internet of things System R & D and application services; Design, technology development and sales of integrated circuits and design and technology transfer of relevant system solutions; Technical consultation; Intelligent building construction; Installation of electronic equipment; Design, construction and maintenance of electronic engineering and intelligent system engineering; RF technology and smart card solutions; Wholesale, import and export of communication equipment, computer software and auxiliary equipment and related supporting business; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). 3、 Description of the relationship between the sponsor and the issuer as of the issuance date of this issuance recommendation letter, the relationship between the sponsor and the issuer is as follows: (I) UBS Securities or its controlling shareholders, actual controllers and important related parties do not hold or hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties through participating in the strategic distribution of this issuance; (II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold UBS Securities 3-1-2-6 or the shares of its controlling shareholders, actual controllers and important related parties; (III) the sponsor representative, spouse, directors, supervisors and senior managers recommended by UBS Securities this time do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties; (IV) there is no mutual guarantee or financing between the controlling shareholder, actual controller and important related party of UBS Securities and the controlling shareholder, actual controller and important related party of the issuer; (V) except for the above circumstances, there is no other related relationship between UBS Securities and the issuer. After verification, UBS Securities performed its recommendation duties independently and impartially in accordance with the provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, and there is no situation that may affect the fair performance of recommendation duties. 4、 Follow the internal audit procedures and core opinions of the recommendation institution
