Citic Securities Company Limited(600030)
about
Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
of
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 and practice of sponsor business 3. Project Co sponsors and other project personnel designated by the sponsor 3 IV. basic information of the issuer 4 v. relationship between the sponsor and the issuer Vi. sponsors and internal audit procedures Section 2 sponsor's commitments Section III recommendation conclusion of the sponsor 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 9 IV. The issuer meets the issuance conditions specified in the measures for the administration of initial public offering 9 v. main risks faced by the issuer 15 VI. evaluation on the development prospect of the issuer 22 VII. Verification of the issuer's shareholders' performance of private investment fund filing procedures 26 VIII. Verification of main financial information and operation after the audit deadline of the issuer's financial report IX. diluted return of this offering 27 X. verification of the behavior of employing a third party in the IPO and listing service of the issuer 29 Xi. Recommendation conclusion of the recommendation institution on this securities issuance 30 special power of attorney of the sponsor representative thirty-three
statement
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ", "the sponsor" or "the sponsor") is entrusted by Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as "Hongying intelligent", "the issuer" or "the company") to act as the sponsor of Hongying intelligent's initial public offering of A-Shares and listing (hereinafter referred to as "this securities offering" or "this offering"), Issue a recommendation letter for this offering.
The recommendation institution and its recommendation 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"), and the measures for the administration of initial public offering and listing (hereinafter referred to as the "measures for the administration of initial public offering") The measures for the administration of securities issuance and listing recommendation business and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), shall 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 in accordance with the law, and ensure the authenticity and accuracy of the documents issued Integrity and timeliness. The sponsor promises to compensate the investors for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer's initial public offering of shares. (unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus for initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd.)
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 and practice of sponsor business
Citic Securities Company Limited(600030) appoint Zhao Liang and Yang Jie as the sponsor representatives of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as "Hongying intelligent", "company" or "issuer") for the initial public offering and listing of shares. Zhao Liang, male, sponsor representative, master of finance from Peking University, is currently the executive general manager of Citic Securities Company Limited(600030) investment bank management committee. He has been responsible for or participated in Qingdao Eastsoft Communication Technology Co.Ltd(300183) , Xi'An Tian He Defense Technology Co.Ltd(300397) , Sinocare Inc(300298) , Org Technology Co.Ltd(002701) , Guangzhou Baiyun Electric Equipment Co.Ltd(603861) , Longshine Technology Group Co.Ltd(300682) , Caixun Technology, Raytron Technology Co.Ltd(688002) , Beijing Zuojiang Technology Co.Ltd(300799) , Starpower Semiconductor Ltd(603290) and other IPO projects, goer acoustics, Tecon Biology Co.Ltd(002100) , China Quanjude(Group) Co.Ltd(002186) and other refinancing projects, Qingdao Eastsoft Communication Technology Co.Ltd(300183) Xinjiang Machinery Research Institute Co.Ltd(300159) and other major asset restructuring projects.
Yang Jie, female, sponsor representative, master of finance from Washington University in St. Louis, USA, Bachelor of finance from Guanghua School of management, Peking University; Once worked in the audit division of Ernst & Young Huaming certified public accountants and Minsheng securities investment bank. He participated in the private placement of Suning yunshang in 2015, Addsino Co.Ltd(000547) major asset restructuring in 2016, privatization and reorganization of Howell technology, IPO of people's communications publishing house, privatization of Bona film and domestic A-share IPO, Starpower Semiconductor Ltd(603290) IPO, Aerospace Hi-Tech Holding Group Co.Ltd(000901) allotment, Chuangzhi and Yu IPO, etc. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Main practice of sponsor business of Project Co sponsor
Li Tianzhi, male, is currently the vice president of the information media industry group of Citic Securities Company Limited(600030) investment bank management committee, master of law and Bachelor of economics from Peking University, Bachelor of Arts and Bachelor of law from Tsinghua University, certified public accountant (non practicing), with legal professional qualification. Participated in or took charge of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) IPO, Jingzhi industrial IPO, Siyou technology IPO, Guangge technology IPO and other projects.
2. Other members of the project team
Other members of the project team of this offering: Sun Jun, fan song, Xie Xingchi, Guo Xutong and Han Feike.
Company name: Shanghai Hongying Intelligent Technology Co., Ltd
Registered capital: 55.08 million yuan
Legal representative: Zhang Huahong
Date of establishment: November 1, 2005
Business term: long term
Address: room j11387, building 2, No. 4268, Zhennan Road, Jiading District, Shanghai
Postal Code: 201802
Information disclosure Department: Office of the board of directors
Person in charge of information disclosure: Zeng Hongying
Tel: 021-3782 9918
Fax No.: 021-5186 2016
Email: [email protected].
Types of securities issuance: initial public offering of RMB common shares (A shares) v. 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, Citic Securities Company Limited(600030) is the connecting shareholder between the limited partners of the company's shareholder, including Thai venture capital, and the proportion of indirectly holding the company's shares through penetration is 0.0000001%.
In addition, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties. (II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
Except that there may be a small amount of normal securities investment in the secondary market, as of the signing date of the sponsor of this issue, 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 rights and interests of the issuer owned by the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution, and their positions in the issuer
As of the signing date of this offering, the recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution do not have the rights and interests of the issuer or hold positions at the issuer. (IV) mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer
As of the signing date of this offering, the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party 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. 6、 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:
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) internal audit opinions
On May 10, 2021, the project approval meeting of Shanghai Hongying Intelligent Technology Co., Ltd. for IPO and listing was held in conference room 1 on the 18th floor of Citic Securities Company Limited(600030) building, and the application for the project was discussed. After the voting of all the core members attending the meeting, the core Committee of the sponsor agrees to submit the application document of the project 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 CSRC and Shenzhen Stock Exchange, agreed to recommend the issuer's securities issuance and listing, 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 relevant personnel of the sponsor have been diligent and conscientious, and have conducted 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 the issuance and listing of securities
1、 Recommendation conclusion
In accordance with the securities law, the measures for the administration of securities issuance and listing recommendation business, the guiding opinions on issues related to securities companies engaging in the lead underwriting business of stock issuance, the measures for the administration of initial public offering, the guidelines for the due diligence of sponsors Opinions on further improving the quality of financial information disclosure of initial public offering companies (CSRC announcement [2012] No. 14) and notice on special inspection of annual financial reports of initial public offering companies (issuance supervision letter [2012] No. 551) In accordance with the provisions of the decision on Amending the Interim Provisions on the public offering of shares by company shareholders during the initial public offering (CSRC announcement [2014] No. 11) and other regulations, the project team conducted sufficient due diligence on the issuer, and the core meeting conducted a collective review. It is considered that the issuer complies with the securities law, the measures for the administration of initial public offering and other laws Regulations and normative documents on initial public offering and listing. The issuer has a 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 IPO and listing of the issuer. 2、 The issuance has fulfilled the necessary decision-making procedures (I) decision-making procedures of the board of directors
On March 21, 2021, the issuer held the fifth meeting of the first board of directors. All directors attended the meeting and deliberated and adopted the proposal on the initial public offering of RMB common shares (A shares) and listing plan. (II) decision making procedures of the general meeting of shareholders
On April 28, 2021, the issuer held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the plan for the secondary public offering of RMB common shares (A shares) and listing.
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.
3、 The issuer complies with the provisions of the securities law
