Citic Securities Company Limited(600030)
about
Jiayuan Technology Co., Ltd. initial public offering and listing on the gem
Issuance recommendation
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
November, 2001
catalogue
Declare that Section 1 basic information of this securities issuance 3 I. name of sponsor 3 II. Project sponsor representative, CO sponsor and other members of the project team 3. Basic information of the issuer 4. The relationship between the sponsor and the issuer 4 v. sponsor's internal audit procedures and core opinions Section 2 sponsor's commitments Section III sponsor's recommendation conclusion on this securities issuance and listing 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 IPO of gem 9 v. main risks faced by the issuer 12 VI. evaluation on the development prospect of the issuer 19 VII. Verification of the issuer's shareholders' performance of private investment fund filing procedures 35 VIII. Relevant financial information between the audit base date of the financial report and the signing date of the prospectus 39 IX. employment of professional verification institutions 39 special power of attorney of sponsor representative forty-four
statement
Citic Securities Company Limited(600030) and its recommendation representatives shall, in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, be honest, trustworthy, diligent and responsible, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, and ensure the authenticity and accuracy of the documents issued Integrity and timeliness. If there are false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the issuer's initial public offering, which cause losses to the investors, the recommendation institution will compensate the investors for the losses according to law.
All abbreviations and interpretations in this document, unless otherwise specified, are consistent with the prospectus.
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) "). II. Information of project sponsor representative, CO sponsor and other members of the project team
Citic Securities Company Limited(600030) appoint Ma Zheng and Ju Hongcheng as the sponsor representatives of Jiayuan Technology Co., Ltd. for the initial public offering of shares and listing on the gem; Designate Kanazawa as the Project Co sponsor; Zhao Liang, Chen Haolan and Wang Zhuyao are designated as members of the project team. (i) Main practice of project sponsor representative's sponsor business
Ma Zheng, male, is currently the director of Citic Securities Company Limited(600030) investment bank management committee and the sponsor representative. He has been responsible for or participated in the A-share IPO of many companies such as Caixun technology, Starpower Semiconductor Ltd(603290) Ti, Org Technology Co.Ltd(002701) , Chengdu cryogenic, Genew Technologies Co.Ltd(688418) , Shanghai Titan Scientific Co.Ltd(688133) , Chutian Dragon Co.Ltd(003040) , and has been responsible for major asset restructuring projects of listed companies such as Beijing Ultrapower Software Co.Ltd(300002) , Omh Science Group Co.Ltd(300486) , Hylink Digital Solution Co.Ltd(603825) , Jinyu Auto City, etc, LED and completed the investment and capital operation of Guangzhou youmi, Molin shares, mutual love interaction and other information media enterprises. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record.
Ju Hongcheng, male, CFA, sponsor representative, now senior vice president of Citic Securities Company Limited(600030) investment banking management committee, is responsible for or participates in Montage Technology Co.Ltd(688008) IPO project, Pran semiconductor IPO project, Broadex Technologies Co.Ltd(300548) IPO project, Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) IPO project, Beken Corporation(603068) IPO project, Shanghai Titan Scientific Co.Ltd(688133) IPO project, CDR project of a large Internet company, capital operation project of Suning and Ctrip group, etc. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record. （2） Main practice of sponsor business of Project Co sponsor
Kanazawa, male, is now the senior manager of the information media industry group of Citic Securities Company Limited(600030) investment bank management committee. He has participated in IPO projects such as Starpower Semiconductor Ltd(603290) , Autel Intelligent Technology Corp.Ltd(688208) , Genew Technologies Co.Ltd(688418) , Shanghai Titan Scientific Co.Ltd(688133) and asset securitization projects such as Zhonghe rural credit and Shenzhen Wongtee International Enterprise Co.Ltd(000056) .
3、 Basic information of the issuer
Jiayuan Technology Co., Ltd
Registered capital: RMB 69190000
Legal representative: Wang Jin
Date of establishment of the company: August 30, 1994
Overall change date: February 6, 2016
Address: No. 1, floor 17 and floor 18, building 10, No. 399, west section of Fucheng Avenue, Chengdu hi tech Zone, China (Sichuan) pilot Free Trade Zone
The main production and operation place of the company is 11 / F, tianzijie commercial building, No. 46, east section 5, first ring road, Chengdu, China (Sichuan)
Postal Code: 610041
Tel: 028-86938681
Fax No.: 028-62122223
E-mail [email protected].
This type of securities issuance is the initial public offering of RMB ordinary shares (A shares)
Office of the board of directors of the Department responsible for information disclosure and investor relations
Yin Mingjun, person in charge of information disclosure
Tel: 028-86938681
4、 Association 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, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders and important related parties. （2） Shares held by the issuer or its controlling shareholders 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 the issuance, the issuer or its controlling shareholders and important related parties do not hold the shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
Pedestrian rights and interests, employment in the issuer, etc
As of the signing date of the sponsor of the issuance, the sponsor representative and his spouse, directors, supervisors and senior managers of the sponsor do not hold the interests of the issuer or hold positions at the issuer. （4） Mutual guarantee or financing provided by the sponsor's controlling shareholder, actual controller and important related parties with the issuer's controlling shareholder, actual controller and important related parties
As of the signing date of the issuance sponsor, the controlling shareholder, actual controller and important related parties of the sponsor and the controlling shareholder, actual controller and important related parties of the issuer have not provided mutual guarantee or financing. （5） 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. 5、 Sponsor's internal audit procedures and core comments (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:
Firstly, the kernel 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 auditors 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 provide 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 shall vote to decide whether the project issuance application passes the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions formed by integrating the opinions of the members of the kernel meeting to the project team, which will be replied and implemented by the project team.
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. （2） Kernel opinion
On October 15, 2020, the project approval meeting of Jiayuan Technology Co., Ltd. for initial public offering of shares and listing on the gem was held in conference room 1, 18th floor of Citic Securities Company Limited(600030) building. The project application was discussed. After voting by all the core members participating in the meeting, the nuclear Committee of the sponsor agreed to submit the project application document 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 China Securities Regulatory Commission and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer's securities, 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 the relevant personnel of the sponsor have performed 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 the investors, the sponsor will compensate the investors for the losses according to law.
Section III recommendation conclusion of the sponsor on this securities issuance and listing
1、 Recommendation conclusion
In accordance with the securities law, the measures for the administration of securities issuance and listing recommendation business and the guiding opinions on issues related to securities companies engaging in the lead underwriting business of stock issuance Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as "measures for the administration of initial public offerings on the gem"), guidelines for the due diligence of sponsors, opinions on issues related to further improving the quality of financial information disclosure of initial public offerings (CSRC announcement [2012] No. 14) and In accordance with the provisions of the notice on special inspection of annual financial reports of initial public offering companies (FGH [2012] No. 551) 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 has the securities law and the measures for the administration of IPO on GEM And other relevant laws and regulations. The issuer has independent innovation ability and growth, sound corporate governance structure and standardized operation; The issuer has outstanding main business, excellent operating 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 issuer's initial public offering and listing on the gem. 2、 The issuance has fulfilled the necessary decision-making procedures (I) decision-making procedures of the board of directors
On September 12, 2020, the issuer held the 14th meeting of the second board of directors. All directors attended the meeting and deliberated and adopted the proposal on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on the gem and other relevant proposals. （2） Decision making procedures of the general meeting of shareholders
On September 28, 2020, the issuer held the fourth extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on the gem and other relevant proposals.
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 meets the issuance conditions stipulated in the securities law
In accordance with the relevant provisions of the securities law, the sponsor has checked whether the issuer meets the issuance conditions specified in Article 12 of the securities law item by item. The verification opinions are as follows:
