Letter of intent
appendix
(i) Issuance recommendation letter (2) financial report and audit report (3) relevant financial statements and review report from the base date of the audit report to the signing date of the prospectus (4) internal control assurance report (5) detailed statement of non recurring profits and losses verified by Certified Public Accountants (6) legal opinion (7) lawyer work report (8) articles of Association (Draft) （9） Documents of CSRC approving the issuer’s registration of this public offering
Haitong Securities Company Limited(600837)
About the IPO of Aojie 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
The recommendation institution and the 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”), the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as “registration management measures”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as “Listing Rules”) and other relevant laws and administrative regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) ）I. in accordance with the provisions of Shanghai Stock Exchange, be honest, trustworthy, 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.
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 recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation four
5、 The type of securities issuance four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties five
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section II 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 nine
4、 The securities issuance meets the issuance conditions specified in the registration management measures eleven
5、 Verification of the issuer’s private investment fund filing fourteen
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline sixteen
7、 Main risks of the issuer seventeen
8、 Market prospect analysis of the issuer thirty
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals thirty-two
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 32 special power of attorney of the sponsor representative for initial public offering and listing on the science and Innovation Board thirty-five
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”)
2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business
The sponsor appointed Wang Pengcheng and Gong Siqi as the sponsor representatives of Aojie Technology Co., Ltd. for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “the offering”).
Wang Pengcheng: the sponsor representative of the project, joined Haitong Securities Company Limited(600837) in 2014 and is now the senior vice president of investment banking department.
Presided over or participated in Advanced Micro-Fabrication Equipment Inc.China(688012) , 3Peak Incorporated(688536) , West Shanghai Automotive Service Co.Ltd(605151) and other IPO projects; Jushri Technologies Inc(300762) , Shanghai Industrial Development Co.Ltd(600748) , Zhangze Power, Advanced Micro-Fabrication Equipment Inc.China(688012) and other non-public offering projects.
Gong Siqi: the sponsor representative of the project, joined Haitong Securities Company Limited(600837) in 2007, and now serves as the assistant to the general manager and executive director of the investment banking department.
He has presided over or participated in the completion of IPO projects such as Talkweb Information System Co.Ltd(002261) , Hunan Boyun New Materials Co.Ltd(002297) , Zhuzhou Tianqiao Crane Co.Ltd(002523) , duolik, Guangdong Wanlima Industry Co.Ltd(300591) , Zhuhai Enpower Electric Co.Ltd(300681) , Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) , Shenzhen Sunxing Light Alloys Materials Co.Ltd(603978) , Shen Zhen Australis Electronic Technology Co.Ltd(300940) , Zhejiang Great Southeast Co.Ltd(002263) , Kaiser (China) Culture Co.Ltd(002425) , Hainan Strait Shipping Co.Ltd(002320) , Tangel Culture Co.Ltd(300148) , Xinzhi motor, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) ; Non public offering projects such as Shenzhen Laibao High-Tech Co.Ltd(002106) , Lanzhou Greatwall Electrical Co.Ltd(600192) ; Guangdong Wanlima Industry Co.Ltd(300591) convertible bond project; Corporate bond project of Xishan coal power; Shenzhen Development subordinated debt project; Yueyang Hengli’s split share structure reform; Equity incentive of Shenzhen Deren Electronic Co.Ltd(002055) ; JINDA lighting, Weisman and other new third board 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 Wang Shu as the Project Co sponsor of this offering.
Wang Shu: the co sponsor of the project, joined Haitong Securities Company Limited(600837) in 2018, and is now the senior manager of the investment banking department. Participated in Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) , Shen Zhen Australis Electronic Technology Co.Ltd(300940) IPO project, Fujian Ideal Jewellery Industrial Co.Ltd(002740) M & A, Shenzhen Tongyi Industry Co.Ltd(300538) refinancing and other projects. 2. Other members of the project team
Other members of the project team of this offering: Chen Yu, Wu Zhijun, ye Jingjing, Chen Junjie, Wen Weilin, Zheng zekuang (resigned), Cai Weilin, Wang Xingjian, Shu Xin, Wu Kaicheng and Chen Hui.
4、 The issuer of this recommendation
Issuer: Aojie Technology Co., Ltd
English Name: ASR Microelectronics Co., Ltd
The registered capital is 376470800 yuan
Legal representative: Dai Baojia
Date of establishment of the company: April 30, 2015
Overall change to joint stock limited company date: August 17, 2020
Domicile: 8 / F, building 10, No. 399, Keyuan Road, China (Shanghai) pilot free trade zone (nominal floor: 9 / F)
Postal Code: 201203
Tel: 021-60336588
Fax 021-60336589
Internet website: www.asrmicro.com com.
E-mail [email protected].
Department responsible for information disclosure and investor relations Securities Affairs Department
Han min, head of Securities Affairs Department
Telephone number of securities affairs department 021-60336588
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 / share
The number of shares issued shall not be less than 41.8301 million, accounting for no less than 10% of the total share capital after issuance
Among them, the number of new shares issued shall not be less than 41.8301 million, accounting for no less than 10% of the total share capital after issuance
The number of shares publicly offered by shareholders does not account for the proportion of total share capital after issuance
The total share capital after issuance shall not be less than 41830090 shares
This issuance will adopt the combination of directional placement to strategic investors, offline inquiry placement to qualified investment issuers, online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shanghai market, or other issuance methods recognized by the CSRC
Qualified offline investors, domestic natural persons, legal persons and other investors who open accounts in Shanghai Stock Exchange (except those prohibited by Chinese laws, administrative regulations, other applicable normative documents and other regulatory requirements that the company must comply with) or other objects specified by the CSRC
Underwriting method: balance underwriting
The principle of allocation of issuance expenses other issuance expenses such as recommendation and underwriting expenses, lawyer fees, audit and capital verification expenses of this issuance shall be borne by the issuer
7、 Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of its recommendation Responsibilities 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 recommendation institution or its controlling shareholders, actual controllers and important related parties do not hold the issuer or its actual controllers Shares of important related parties;
2. The issuer or its actual controller or important related party does not hold the shares of the recommendation institution or its controlling shareholder, actual controller or important related party;
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 actual controller and important related parties, or hold positions in the issuer or its actual controller and important related parties;
4. The controlling shareholder, actual controller and important related party of the recommendation institution do not provide guarantee or financing to each other with the actual controller and important related party of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer.
8、 Internal audit procedures and core opinions of the sponsor on this securities issuance and listing (I) internal audit procedures
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 recommendation institution reviews 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 vote on the project according to their independent judgment to decide whether to approve the project. 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 review and approval of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing project initiation application documents. The project initiation application documents of the project team 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 review opinions and submit them to the project initiation review meeting for review; the project shall be established after being reviewed and approved by the project initiation review meeting.
(3) For the approved project, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of project due diligence.
2. Application review
The investment banking business department reviews the recommended projects in the form of the Application Review Committee for recommended projects (hereinafter referred to as the “Application Review Committee”), and the members of the review committee vote on the projects according to their independent judgment and decide whether to submit the projects 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 the working papers in the on-site due diligence stage and submit them to the quality control department for acceptance. If the working papers pass the acceptance, the project team may 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 and 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, issue review opinions and submit them to the application and 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 recommendation institution, And responsible for the core Committee of Haitong Securities Company Limited(600837) investment banking business (hereinafter referred to as the “core committee”) ）Daily affairs. 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 complete application documents to the core department, and the incomplete materials shall not be accepted. The list of application documents to be submitted shall be determined by the core department.
(2) Before the application documents are submitted to the kernel Committee, the kernel department is responsible for pre examination.
(3) The kernel department is responsible for delivering the application documents
