Guangzhou Lushan New Material Co., Ltd
Appendix (table of contents) to the letter of intent for initial public offering
1 issuance recommendation 2 financial statements and audit reports
2-1 financial statements and audit report (2018-june 30, 2021)
2-2 review report (2021) 3 internal control assurance report
4 detailed statement of non recurring profit and loss verified by Certified Public Accountants (June 30, 20182021) 5 legal opinion 5-1 legal opinion on initial declaration 5-2 supplementary legal opinion (I) 5-3 supplementary legal opinion (II) 5-4 supplementary legal opinion (III) 5-5 supplementary legal opinion (IV) 5-6 supplementary legal opinion (V) 6 lawyer work report 7 articles of Association (Draft) 8. Reply on Approving the initial public offering of shares of Guangzhou Lushan new materials Co., Ltd
Citic Securities Company Limited(600030)
About Guangzhou Lushan New Material Co., Ltd
Initial public offering of A-Shares and listing
of
Issuance recommendation
Sponsor (lead underwriter)
January, 2002, North block, excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Statement
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " sponsor "or" sponsor ") accepted the entrustment of Guangzhou Lushan New Material Co., Ltd. (hereinafter referred to as" Lushan new material "," issuer "or" company ") to act as the sponsor of Lushan new material's initial public offering of A-Shares and listing (hereinafter referred to as" this securities offering "or" this offering "), Issue a recommendation letter for this offering.
The recommendation institution and the designated 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"), and the measures for the administration of initial public offering and listing (hereinafter referred to as the "measures for the administration of initial public offering") 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"), shall be honest, trustworthy, diligent and responsible, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity of the documents issued Accuracy and completeness. 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 investors, the recommendation institution will compensate investors for the losses in advance.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus for initial public offering of shares of Guangzhou Lushan new materials Co., Ltd. (application draft).
catalogue
Declare that Section 1 basic information of this securities issuance 3 I. name of recommendation institution 3 II. Information about the sponsor representative, project coordinator and other project team members designated by the sponsor 3. Information of the issuer 4. The relationship between the sponsor and the issuer 4 v. internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor 7 Section III recommendations on this securities issuance and listing 8 I. recommendations 8 II. Decision making procedures for the performance of this securities issuance 8 III. meet the relevant conditions stipulated in the securities law 9 IV. meet the relevant issuance conditions specified in the measures for the administration of initial public offering 9 v. whether there is a private investment fund among the shareholders of the issuer, and whether the fund performs the registration and filing procedures in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (for Trial Implementation) and other relevant laws and Regulations 15 VI. main risks and major problems of the issuer 16 VII. Evaluation of the development prospect of the issuer 16 VIII. Verification opinions of the recommendation institution and the third-party institution employed by the issuer 29 Annex I: 32 Annex II: thirty-three
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 The sponsor representative, Project Co sponsor and other project team members designated by the sponsor (I) sponsor representative
Chen Jieyu, the representative of the sponsor, with the securities practice number: s1001071719060001. The number of the securities practice number: s1001071010719060001. Now, the senior vice president of the investment bank management committee of ' Tsingtao Brewery Company Limited(600600) 60030 \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ convertible bonds Non public IPO and refinancing projects of Weiwei shares and restructuring projects of many enterprises.
No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association.
The sponsor is the representative of the sponsor, with the securities practice number: s10010720720090008. The current Vice President of the 60030 \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ convertible bonds, An Hui Wenergy Company Limited(000543) restructuring, Zhejiang Huayou Cobalt Co.Ltd(603799) restructuring Jiangxi Hungpai New Material Co.Ltd(605366) IPO, Zhejiang Yonghe Refrigerant Co.Ltd(605020) IPO and other projects.
No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association. (II) Project Co sponsor
Mr. Peng Liqiang, senior manager of the energy industry management committee of the Bank of China No.: s101099. Participated in Shenzhen Hymson Laser Intelligent Equipments Co.Ltd(688559) IPO, Baiwei storage IPO, Ming Yang Smart Energy Group Limited(601615) convertible bonds, Ming Yang Smart Energy Group Limited(601615) non-public offering, reorganization and listing of agrochemical sector of a central enterprise, reorganization and listing of environmental protection sector of a central enterprise, h-back a of a local state-owned enterprise, H-share acquisition of a local state-owned enterprise, etc.
No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association.
(III) other members of the project team
Other members of the project team include Feng Shuo, Chen Zelin, Dong Yi'an and Wang Wandi. The above-mentioned personnel have not been taken regulatory measures by the CSRC in the past three years, and have not been publicly condemned by the stock exchange or disciplined by the China Securities Association. 3、 Issuer information
Guangzhou Lushan New Material Co., Ltd
English Name: Guangzhou Lushan new materials Co., Ltd
Registered capital: RMB 69.007 million
Legal representative: Wang Jiasheng
Date of establishment: November 12, 1998, changed into a joint stock limited company on December 7, 2009
Address: Building 1, building 2, building 3 and building 4, No. 22, Pubei Road, YUNPU Industrial Zone, Huangpu District, Guangzhou
Business scope: manufacturing of primary plastic and synthetic resin (except for MCCs and hazardous chemicals); Material science research and technology development; New material technology development services; New material technology transfer services; Commodity wholesale trade (except for licensed and approved commodities); Technology import and export; Import and export of goods (except for goods exclusively controlled by franchises); Retail trade of commodities (excluding licensed commodities); (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Type of securities issued this time RMB ordinary shares (A shares) IV. The relationship between the sponsor and the issuer (I) the shares held by the sponsor or its controlling shareholders, actual controllers and important related parties 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 the controlling shareholder, actual controller and important related party of the sponsor do not hold the shares of the issuer or its controlling shareholder, actual controller and important related party.
(II) shares held by the issuer or its controlling shareholders, actual controllers and important related parties
As of the signing date of the issuance recommendation, 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 and important related parties. (III) the directors, supervisors, senior managers, recommendation representatives and their spouses of the recommendation institution have the rights and interests of the issuer and their positions in the issuer
As of the signing date of the issuance recommendation, the directors, supervisors, senior managers, recommendation representatives and their spouses of the recommendation institution do not have the rights and interests of the issuer or hold positions in the issuer. (IV) mutual guarantee or financing provided by 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
As of the signing date of the issuance sponsor, the controlling shareholder, actual controller and important related party of the sponsor and the controlling shareholder, actual controller and important related party of the issuer have not provided mutual guarantee or financing. (V) other related relationships between the sponsor and the issuer
As of the signing date of the sponsor, there is no other related relationship between the sponsor and the issuer.. 5、 Internal audit procedures and core opinions of recommendation institutions (I) core 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:
First, the core 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 reviewers 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 issue 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 will vote to decide whether the application for project issuance and application has passed the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions of the kernel meeting formed by integrating the opinions of the members of the kernel meeting to the project team, and the project team will reply and implement them.
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. (II) core comments
On May 24, 2021, the approval meeting of Lushan Xincai's initial public offering of A-Shares and listing project was held in Citic Securities Company Limited(600030) building. The application for the project was discussed. After all the members attending the meeting voted, the approval committee of the sponsor agreed to submit the application documents of Lushan Xincai's initial public offering of A-Shares and listing to the CSRC for review.
Section 2 commitments of the recommendation institution
1、 The recommendation institution 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 the CSRC, agreed to recommend the issuance and listing of the issuer's securities, and issued this issuance recommendation letter accordingly.
2、 The recommendation institution has sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing.
3、 The recommendation institution 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 recommendation institution 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 recommendation institution 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 recommendation institution guarantees 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.
7、 The recommendation institution 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 recommendation institution shall ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms.
9、 Recommendation institutions voluntarily accept 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 recommendation institution for the issuer's initial public offering, which cause losses to investors, the recommendation institution will compensate investors for the losses in advance.
Section III on this certificate
