Appendix to prospectus
Serial number document page number
1 issuance recommendation letter 1
2 financial statements and audit reports 28
3. Relevant financial statements and review reports between the base date of the issuer’s audit report and the signing date of the prospectus
4 internal control assurance report 309
5. Detailed statement of non recurring profit and loss verified by certified public accountants 330
6 legal opinion 341
7. Articles of association of the issuer (Draft) 670
8. Documents of China Securities Regulatory Commission approving the registration of this issuance 718
Haitong Securities Company Limited(600837)
About the initial public offering of Beijing Geling Shentong Information Technology Co., Ltd. and its listing on the science and Innovation Board
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
December, 2001
Statement
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 securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shanghai Stock Exchange, Be honest and trustworthy, be diligent and responsible, issue this 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 and integrity of the documents issued.
Unless otherwise specified, the abbreviations or terms in this offering recommendation letter have the same meanings as those in the prospectus of Beijing Geling Shentong Information Technology Co., Ltd. for initial public offering of shares and listing on the science and innovation board.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation three
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties four
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section 2 commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 The decision-making procedures for the performance of this securities issuance nine
2、 Description of the issuer’s compliance with the positioning of Kechuang board nine
3、 This securities issuance meets the issuance conditions stipulated in the securities law twelve
4、 This securities issuance meets the issuance conditions stipulated in the registration administration measures fourteen
5、 Verification of the issuer’s private investment fund filing seventeen
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline seventeen
7、 Main risks of the issuer eighteen
8、 Market prospect analysis of the issuer twenty-one
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals twenty-two
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 24 Haitong Securities Company Limited(600837) special power of attorney of the sponsor representative of Beijing Geling Shentong Information Technology Co., Ltd. for IPO and listing on the science and Innovation Board twenty-six
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Zhang Yue and Deng Xin as the sponsor representatives of Beijing Geling Shentong Information Technology Co., Ltd. for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “the offering”).
Zhang Yue: the sponsor representative of the project, who has been engaged in investment banking since 2017, has a master of accounting and a Chinese non practicing certified public accountant. He is currently the vice president of TMT Industry Department of Haitong Securities Company Limited(600837) investment bank headquarters and has participated in Kinco Automation( Shanghai) Co.Ltd(688160) IPO, Advanced Micro-Fabrication Equipment Inc.China(688012) refinancing and other projects.
Deng Xin: the sponsor representative of the project, who has been engaged in investment banking since 2016, has a master of accounting and a Chinese non practicing certified public accountant. He is currently the vice president of TMT Industry Department of Haitong Securities Company Limited(600837) investment bank headquarters, and has participated in Iray Technology Company Limited(688301) IPO, Shanghai Hanxun refinancing and other projects. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
The sponsor designated Zheng Yuan as the Project Co organizer of this offering.
Zheng Yuan: CO organizer of this project, who started to engage in investment banking business in 2018 and has a master of science since then. He is now the senior manager of TMT Industry Department of Haitong Securities Company Limited(600837) investment bank headquarters, and has participated in Advanced Micro-Fabrication Equipment Inc.China(688012) IPO, Kinco Automation( Shanghai) Co.Ltd(688160) IPO, Advanced Micro-Fabrication Equipment Inc.China(688012) refinancing and other projects.
2. Other members of the project team
Other members of the project team of this offering: Wu Zhijun, Huang Kefeng, Zhu Wei and Luo Weisi. Information about the issuer recommended this time
Beijing Geling Shentong Information Technology Co., Ltd
English Name: Beijing deep glint Technology Co., Ltd
The registered capital is 138735614 yuan
Legal representative: Zhao Yong
Date of establishment of the company: August 16, 2013
Date of establishment of the joint stock company: November 23, 2020
Registered address: 1a025, 101 / F, No. 1, Wangjing East Road, Chaoyang District, Beijing
Postal Code: 100102
Tel: 010 – 62950616
Fax 010 – 82409899
Internet address: www.deepglint.com com.
E-mail [email protected].
Department responsible for information disclosure and investor board office relations
Wang Zheng, person in charge of information disclosure
Tel: 010-62950616
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the science and innovation board.
6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
The par value of each share is RMB 1.00
The number of shares issued shall not exceed 46245205
Accounting for no less than 25% of the total share capital after issuance
It is carried out through the combination of directional placement to strategic investors, offline inquiry and issuance price placement to qualified investors, and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market
Qualified strategic investors, inquiry objects and domestic natural persons, legal persons and other investors in the science and innovation board market who have opened the stock issuance object account of Shanghai Stock Exchange and opened the science and Innovation Board trading, except for those prohibited by laws, regulations and business rules of Shanghai Stock Exchange
Underwriting method: balance underwriting
7、 Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
1. In addition to arranging relevant subsidiaries to participate in the strategic placement of the issuer in accordance with the relevant provisions of the exchange, the sponsor 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;
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The recommendation representative of the recommendation institution and its spouse, directors, supervisors and senior managers 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;
4. The controlling shareholders, actual controllers and important related parties of the recommendation institution do not provide guarantees or financing to each other with the controlling shareholders, actual controllers and important related parties of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer. 8、 The sponsor’s internal audit procedures and opinions on this securities issuance and listing
(I) internal audit procedure
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core.
1. Project review
The sponsor will review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the “project initiation Review Committee”), and the members of the review committee will vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) Any securities issuance business project proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shanghai Stock Exchange shall be approved in accordance with the implementation rules for the evaluation of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing the project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for deliberation; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For projects approved for approval, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of due diligence.
2. Application review
The recommendation institution reviews the recommendation project in the form of the recommendation project application and Review Committee (hereinafter referred to as the “application and review committee”), and the members of the review committee vote on the project according to their independent judgment and decide whether to submit the project to the company for approval. The specific procedures are as follows:
(1) Before applying to start the application review procedure, the project team shall complete the acquisition and collection of working papers in the on-site due diligence stage and submit them to the quality control department for acceptance. If the manuscript is accepted, the project team can apply to start the review procedure of the application review meeting.
(2) After the issuance application documents are prepared and before applying for approval, the project team shall perform the project application and review procedures. The application for application review shall be submitted to the quality control department after being reviewed and approved by the sponsor representative and the leader in charge. The quality control department shall review and issue review opinions and submit them to the application review meeting for review.
(3) For the projects approved by the application review meeting, the project team shall timely improve the issuance application documents according to the modification opinions of the review meeting, submit the core application documents to the internal nuclear department and apply for the core as required.
3. Kernel
The core department is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of the Haitong Securities Company Limited(600837) investment banking business core Committee (hereinafter referred to as the “core committee”). The core department carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties by holding a core meeting and decides whether to recommend the issuer’s shares, convertible bonds and other securities to the CSRC and Shanghai stock exchange for issuance and listing. The core committee members express their opinions independently according to their respective duties. The specific work flow is as follows:
(1) The investment banking business department shall submit the application documents to the core department completely, and the incomplete materials shall not be accepted. The list of documents to be sent to the kernel department shall be determined by the kernel department.
(2) Before the application documents are submitted to the kernel Committee, the kernel department is responsible for pre examination.
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