Zhuhai Gaoling Information Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
List of appendices to the prospectus
1. Issuance of letter of recommendation one
2. Financial statements and audit reports 303. Relevant financial statements and review reports between the base date of the issuer’s audit report and the signing date of the prospectus two hundred and thirty-five
4. Internal control assurance report three hundred and fifty-eight
5. Detailed statement of non recurring profit and loss verified by Certified Public Accountants three hundred and seventy-three
6. Legal opinion three hundred and eighty-two
7. Lawyer work report seven hundred and fourteen
8. Articles of association of the issuer (Draft) nine hundred and sixty-one
9. Reply of China Securities Regulatory Commission to the registration of this public offering of shares one thousand and twelve
China Greatwall Securities Co.Ltd(002939)
about
Zhuhai Gaoling Information Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Issuance recommendation
Sponsor (lead underwriter)
(floors 10-19, South Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen)
Statement
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” or “the sponsor”) is entrusted by Zhuhai Gaoling Information Technology Co., Ltd. (hereinafter referred to as “Gaoling information”, “the company” or “the issuer”) to act as the sponsor of its initial public offering and listing.
The recommendation institution and the designated recommendation representative have been 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 of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “Registration Measures”) 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”) and the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”), are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued in accordance with the industry practice code and code of ethics, and the documents issued shall be true, accurate and complete.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus)
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Basic information of relevant personnel designated by the recommendation institution three
2、 Basic information of the issuer four
3、 Description of the relationship between the sponsor and the issuer four
4、 Internal audit procedures and core opinions of the recommendation institution Section II commitment of the sponsor six
1、 Promise six
2、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals Section III recommendation conclusion of the recommendation institution on this securities issuance eight
1、 Sponsor conclusion eight
2、 The decision-making procedures performed by the issuer in this offering eight
3、 Description of the securities issuance meeting the issuance conditions eight
4、 Main risks of the issuer twelve
5、 The development prospect of the issuer twenty-two
Appendix: special power of attorney of sponsor representative twenty-eight
Section 1 basic information of this securities issuance
1、 Basic information of relevant personnel designated by the recommendation institution
(I) the sponsor representative specifically responsible for this recommendation
Zhang Jie, female, graduate degree, sponsor representative, now executive director of China Greatwall Securities Co.Ltd(002939) investment banking division. He once worked in Universal Scientific Industrial(Shanghai)Co.Ltd(601231) (601231) and other units. He joined the China Greatwall Securities Co.Ltd(002939) investment banking division in 2011. The projects he was responsible for or participated in include Kangyue Technology Co.Ltd(300391) (300391) IPO and share purchase asset project, Southern Publishing And Media Co.Ltd(601900) (601900) IPO project, Beijing Oriental Jicheng Co.Ltd(002819) (002819) IPO and share purchase asset project, Huayi Jiaxin (300071) share purchase asset project Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (300131) additional offering project, Lingnan Eco&Culture-Tourism Co.Ltd(002717) (002717) and Shenzhen Sunlord Electronics Co.Ltd(002138) (002138) non-public offering project, with rich working experience in investment banking.
Qi Chuanjin, male, graduated from graduate school, sponsor representative, Chinese certified public accountant, is currently the managing director of China Greatwall Securities Co.Ltd(002939) investment banking business department, and has successively worked in Everbright Securities Company Limited(601788) M & a business department and Southwest Securities Co.Ltd(600369) investment banking department. He began to engage in investment banking business in 2008 and was responsible for or participated in the IPO projects of Huayi Jiaxin (300071), Anhui Tatfook Technology Co.Ltd(300134) (300134), Beijing Oriental Jicheng Co.Ltd(002819) (002819), Shandong Cynda Chemical Co.Ltd(603086) (603086), Uni-Trend Technology ( China) Co.Ltd(688628) (688628); Shenzhen Sunlord Electronics Co.Ltd(002138) (002138), Anhui Tatfook Technology Co.Ltd(300134) (300134) non-public offering projects; Huayi Jiaxin (300071), Beijing Oriental Jicheng Co.Ltd(002819) (002819) major asset restructuring projects; Jiangsu Tongguang Electronic Wire&Cable Co.Ltd(300265) (300265), Shenzhen Sdg Information Co.Ltd(000070) (000070) public issuance of convertible corporate bonds, etc., with rich experience in investment banking.
(II) Project Co sponsors and other project team members
Project Co organizer: Li zengtao
Li zengtao, male, bachelor degree, Chinese certified public accountant, is now the business director of China Greatwall Securities Co.Ltd(002939) investment banking division. Once worked in Ernst & Young Huaming certified public accountants, and began to work in investment banking in 2014. The main projects involved include Beijing Oriental Jicheng Co.Ltd(002819) (002819) IPO project; Lingnan Eco&Culture-Tourism Co.Ltd(002717) (002717), Anhui Tatfook Technology Co.Ltd(300134) (300134) non-public offering projects; Dafu Peitian invests in the project of non-public issuance of exchangeable corporate bonds; Kangyue Technology Co.Ltd(300391) (300391) major asset restructuring projects in 2016, with rich experience in investment banking. Other project team members: Zhou Xiong, Liu Min, Liu Huiyang, Li Zhicheng, etc.
2、 Basic information of the issuer
Chinese name of the company: Zhuhai Gaoling Information Technology Co., Ltd
English name of the company: Zhuhai comleader Information Science & Technology Co., Ltd
Registered address: No. 1, Pingdong 1st Road, Nanping Science and Technology Industrial Park, Zhuhai
Office address: No. 1, Pingdong 1st Road, Nanping Science and Technology Industrial Park, Zhuhai
Date of establishment of the company: December 29, 1999
Date of incorporation: April 11, 2016
Legal representative: Feng Zhifeng
The registered capital is 69.679784 million yuan
Unified social credit code 914404007211055669
General project: software development; Integrated circuit design; Network and information security software development; Research and development of Internet of things technology; Development of artificial intelligence application software; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of communication equipment; Sales of communication equipment; Manufacturing of optical communication equipment; Sales of optical communication equipment; Professional repair of communication transmission equipment; Manufacturing of computer software, hardware and peripheral equipment; Network equipment manufacturing; Network equipment sales; Information system integration service; Information system operation and maintenance services; Manufacturing of information security equipment; Sales of information security equipment; Internet security services; Industrial Internet data service; Cloud computing equipment manufacturing; Sales of cloud computing equipment; Cloud computing equipment technology services; Internet of things application business scope services; Environmental protection monitoring; Manufacturing of special instruments and meters for environmental monitoring; Sales of special instruments and meters for environmental monitoring; Environmental protection consulting services; Manufacturing of ecological environment monitoring and testing instruments; Sales of ecological environment monitoring and testing instruments; Noise and vibration control services; Manufacturing of special equipment for environmental protection; Sales of special equipment for environmental protection; Manufacturing of air pollution monitoring and detection instruments; Sales of air pollution monitoring and testing instruments; Air pollution prevention and control services; Water environment pollution prevention and control services; New car sales; Retail of electronic components; Non residential real estate leasing; Sales agent.
(except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: Class II value-added telecommunications services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Company website: www.com leader. cn.
Contact information (86-756) 8683888
This type of securities issuance is the initial public offering of RMB ordinary shares (A shares) and listing on the science and innovation board
3、 Description of the relationship between the sponsor and the issuer
The recommendation institution and the issuer do not have the following circumstances that may affect the fair performance of recommendation duties:
(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) shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the recommendation representative of the recommendation institution and his / her spouse, directors, supervisors and senior managers shall hold
There are shares of the issuer or its controlling shareholders, actual controllers and important related parties, and
The employment of 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) other related relationships between the recommendation institution and the issuer.
According to the provisions of relevant laws and regulations such as the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange, the relevant subsidiaries legally established by the recommendation institution or other relevant subsidiaries legally established by the securities company actually controlling the recommendation institution shall participate in the strategic placement of this issuance. The specific matters shall be implemented in accordance with the relevant provisions of Shanghai Stock Exchange. The sponsor and the above-mentioned affiliated subsidiaries will further clarify the specific plan for participating in the strategic placement of this offering as required, and submit relevant documents to Shanghai Stock Exchange as required. 4、 Internal audit procedures and core opinions of the recommendation institution
After reviewing the application documents for initial public offering of Gaoling information (hereinafter referred to as “application documents”), the sponsor representative and the project undertaking department submit the application documents to the quality control department of China Greatwall Securities Co.Ltd(002939) investment banking division (hereinafter referred to as “investment bank quality control department”) for pre audit and apply for review and acceptance of working papers. The quality control department of the investment bank shall issue a quality control report after pre audit of the project, review and acceptance of the working paper of the project. The project team submitted the application documents and other relevant documents to the China Greatwall Securities Co.Ltd(002939) core department (hereinafter referred to as the “core department”), and the quality control department of the investment bank submitted the quality control report and other relevant documents to the core department. After the audit, the core department started the audit and core procedures, and held the audit meeting on March 25, 2021.
The core Committee for recommendation, underwriting, M & A and reorganization of the sponsor held a core meeting on March 26, 2021 to review the application documents for initial public offering of Gaoling information. The number of members who should attend the nuclear meeting is 7, and the actual number of participants is 7, reaching the specified number. At the core meeting, the core members of recommendation, underwriting, M & A and reorganization fully exchanged and discussed the problems and risks of the project with the recommendation representative and the members of the project team.
After examination, the core Committee of recommendation, underwriting, M & A and reorganization of the sponsor believes that the initial public offering of Gaoling information meets the basic requirements of relevant laws and regulations, and no false records, misleading statements or major omissions are found in its issuance application materials.
After the voting of all the members of the core Committee of recommendation, underwriting, M & A and reorganization attending the meeting, Gaoling information’s initial public offering of shares passed the internal audit of the sponsor and agreed to recommend it as a sponsor for its initial public offering of shares in China.
Section II commitment of recommendation institution
1、 Promise
In accordance with laws, administrative regulations and the provisions of the CSRC, the recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly. The recommendation institution makes commitments on the following matters:
(I) there are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing;
(II) there are 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;
(III) there are 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;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
(VI) letter of guarantee and recommendation and other documents related to the performance of recommendation duties
