Guangzhou silinjie Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Appendix to prospectus
catalogue
1、 Issuance recommendation letter 1
2、 Financial statements and audit reports 24
3、 Internal control assurance report 173
4、 Detailed statement of non recurring profit and loss verified by certified public accountants 188
5、 Relevant financial statements between the base date of the issuer's audit report and the signing date of the prospectus
Financial statements and review reports
6、 Legal opinion 257
7、 Lawyer work report 386
8、 Articles of association 518
9、 Reply of China Securities Regulatory Commission on Approving the registration of this issuance 585
Minsheng Securities Co., Ltd. on the initial public offering of shares of Guangzhou silinjie Technology Co., Ltd. and its listing on the science and Innovation Board
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
February, 2002
Letter of recommendation for issuance of Guangzhou silinjie Technology Co., Ltd
Statement
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities", "sponsor" or "sponsor") accepts the entrustment of Guangzhou silinjie Technology Co., Ltd. (hereinafter referred to as "silinjie", "issuer" or "company"), Served as the sponsor of silinger's initial public offering and listing on the science and Innovation Board (hereinafter referred to as "this securities offering" or "this offering"), and issued the issuance recommendation letter for this offering.
The recommendation institution and the recommendation representative have, 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 administrative measures for the registration of initial public offering shares on the science and Innovation Board (Trial) (hereinafter referred to as the "administrative measures for registration") The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") and other relevant laws and administrative regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), are honest, trustworthy, diligent and responsible, The issuance recommendation letter shall be issued in strict accordance with the business rules and industry self-discipline norms formulated according to law, and the documents issued shall be true, accurate and complete.
Unless otherwise specified, the abbreviation in this offering recommendation letter has the same meaning as the abbreviation in the prospectus of initial public offering of shares by Guangzhou silinjie Technology Co., Ltd. and listing on the science and innovation board.
Letter of recommendation for issuance of Guangzhou silinjie Technology Co., Ltd
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Sponsor, sponsor representative, project coordinator and other project team members three
2、 Basic information of the issuer three
3、 Description of whether there is a related relationship between the recommendation institution and the issuer four
4、 The sponsor's internal audit procedures and core opinions Section 2 commitments of the sponsor 7 Section III recommendation on this securities issuance eight
1、 The decision-making procedures of the Issuer on this securities issuance eight
2、 The issuer meets the issuance conditions stipulated in the securities law eight
3、 The issuer meets the issuance conditions specified in the registration management measures 9 IV. The issuer complies with the Interim Provisions of the Shanghai Stock Exchange on the application and recommendation for the issuance and listing of enterprises on the science and innovation board
The prescribed conditions for applying for the issuance and listing of Kechuang board ten
5、 The sponsor's verification of the filing of private investment funds eleven
6、 Main risks of the issuer thirteen
7、 The evaluation of the sponsor on the development prospect of the issuer eighteen
8、 The special financial verification of the sponsor on the issuer eighteen
9、 Verification of the issuer's paid employment of a third party and other related acts eighteen
10、 Main operations after the audit deadline 19 Xi. The recommendation institution's opinions on the spot losses caused by the financing of the issuer and its directors and senior managers
Verification conclusion of return dilution and filling measures and commitments nineteen
12、 The recommendation conclusion of the sponsor on this securities issuance and listing nineteen
Section 1 of the letter of recommendation for the issuance of Guangzhou silinjie Technology Co., Ltd. basic information of this securities issuance
1、 Sponsor, sponsor representative, project coordinator and other project team members (I) name of sponsor
Minsheng Securities Co., Ltd. (II) the sponsor representative designated by the sponsor
1. Name of sponsor representative
Li Juan, Ma Teng
2. Practice of recommendation business of recommendation representative
The practice of Ms. Li Juan's recommendation business is as follows:
Ms. Li Juan, sponsor representative, master of economics. He has presided over or participated in the IPO, restructuring and refinancing projects of several companies to be listed, including Beijing Lier High-Temperature Materials Co.Ltd(002392) (002392), Hecheng engineering consulting (603909), Pci Technology Group Co.Ltd(600728) (600728), Nanjing Hanrui Cobalt Co.Ltd(300618) (300618), Gangtai Holdings (600687), China High-Speed Railway Technology Co.Ltd(000008) (00000 8), Guizhou Xinbang Pharmaceutical Co.Ltd(002390) (002390), Suzhou Shijing Environmental Technology Co.Ltd(301030) (301030), Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (301040), etc, Rich experience in investment banking.
Mr. Ma Teng's practice of recommendation business is as follows:
Mr. Ma Teng, sponsor representative, master of law. He has presided over or participated in the IPO, restructuring and refinancing projects of several companies to be listed, including baling Technology (002592), Nanjing Hanrui Cobalt Co.Ltd(300618) (300618) Henan Tong-Da Cable Co.Ltd(002560) (002560), Jiangsu Cnano Technology Co.Ltd(688116) (688116), and the gem IPO of Xinxiang Tianli lithium energy Co., Ltd., and has rich experience in investment banking. (III) Co sponsors of this securities issuance project and other project team members
Project Co organizer: Zhang Jing
Other project team members: Wan Xiaole, Lin Xionghui, Li Peier, basic information of the issuer
Name of issuer: Guangzhou silinjie Technology Co., Ltd
Registered address: 101, 201, 301, 401, building 2, No. 1003, Asian Games Avenue, Shiqi Town, Panyu District, Guangzhou
Letter of recommendation for issuance of Guangzhou silinjie Technology Co., Ltd
five hundred and one
The registered capital is 50 million yuan
Date of establishment: April 21, 2005
Contact information Tel.: 020-39122156
Fax No.: 020-39122156-862
The main business company is a high-tech enterprise focusing on the field of industrial automation testing. It is mainly engaged in the design, R & D, production and sales of industrial automation testing products such as embedded intelligent instrument modules
The type of securities issued this time is RMB ordinary shares (A shares). III. description of whether there is an association relationship between the sponsor and the issuer
After self inspection, Minsheng securities confirmed that there are no following circumstances between the issuer and the recommendation institution:
(I) the shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(II) the 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;
(III) the sponsor's representative and his / her spouse, directors, supervisors and senior managers, holding 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;
(IV) the 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;
(V) there are other related relationships between the recommendation institution and the issuer that affect the recommendation institution's fair performance of recommendation duties. 4、 Internal audit procedures and core opinions of the sponsor (I) description of internal audit procedures
The first stage: the project approval and review stage of the sponsor project
The investment banking business project approval committee of the recommendation institution and the business management and quality control department of the investment banking business department (hereinafter referred to as "business management and quality control department") are responsible for the approval and management of the recommendation projects, and the project registration, review and approval of the projects to be undertaken by each business department after due diligence and risk assessment. The business management and quality control department shall first review the formal project approval application materials of the project and form a written project approval
Letter of recommendation for issuance of Guangzhou silinjie Technology Co., Ltd
Opinions and distribute them to the project team; After the project team makes a written reply to the project approval opinions, the business management and quality control department shall request to convene a meeting of the project approval committee to review the formal project approval application. The project approval committee makes a basic judgment on the projects applying for project approval through the prior evaluation of the sponsor projects, so as to ensure the overall quality of the project and control the project risks.
The second stage: the management and quality control stage of the sponsor project
During the implementation of the sponsor project, the business management and quality control department shall dynamically track and manage the implementation of the project through the whole process and all links, so as to manage and control the project and further ensure and improve the project quality. Phase III: the kernel phase of the project
According to the core review requirements of the CSRC on the recommendation and underwriting business, the recommendation institution shall conduct internal audit on the recommendation project before formal application, so as to strengthen the quality management and risk control of the project. Before applying for the core, the business department must form a project review team jointly by the project leader, the signing and recommendation representative, the business department leader and at least two professionals other than the project designated by the business department leader to comprehensively review the full set of core application documents and working papers and evaluate the production quality of project materials.
After passing the review, the business department shall submit the full set of application documents and working papers to the business management and quality control department for review. For sponsor projects, the business management and quality control department shall conduct on-site verification in accordance with the requirements of the company's system after receiving the project core application documents and before submitting them to the office of the core Committee (hereinafter referred to as the "core office") for review. All sponsor projects for initial public offering shall be subject to on-site verification, and a certain proportion of refinancing sponsor projects shall be selected for on-site verification. For on-site inspection items, the business management and quality control department shall timely feed back the on-site inspection report to the project team, and the project team must make a written reply to the on-site inspection report; For the items that have not been checked on site, the business management and quality control department shall issue written audit opinions, and the project team must reply to the audit opinions in writing. The business management and quality control department shall review the due diligence working paper and issue clear acceptance opinions; Before the approval of the sponsor project, all the examination procedures shall be performed. The business management and quality control department shall be responsible for organizing and implementing the examination of the project, and form a written or electronic document record, which shall be confirmed by the examiner and the examiner.
After the business management and quality control department has passed the acceptance of the due diligence work draft of the project and received the reply of the project team to the on-site verification report or written audit opinions, it shall prepare the project quality control report, list the problems in doubt or need to be concerned about the project, submit it to the kernel meeting for discussion, and submit it to the kernel office for approval together with the audit situation record. After receiving the project kernel application documents, the kernel office shall be responsible for organizing the kernel committee members to hold the kernel meeting if it considers that it meets the conditions for holding the kernel meeting after preliminary examination. The members of the core Committee shall, in accordance with the requirements of the CSRC and other regulatory authorities
Letter of recommendation for issuance of Guangzhou silinjie Technology Co., Ltd
According to relevant regulations, on the basis of careful study and judgment of project documents and materials, combined with the project quality control report, focus on whether the review project meets the relevant requirements of laws and regulations, normative documents and self-discipline rules, whether due diligence is diligent and whether the application conditions are met.
The issuance and application materials of all sponsored projects of Minsheng securities can be reported to the CSRC and Shanghai Stock Exchange only after the core of Minsheng securities has been reviewed and approved and the company's approval procedures have been fulfilled. (II) comments on the core
June 2021
