Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
about
Poco Holding Co.Ltd(300811) gem issues convertible corporate bonds to unspecified objects
of
Issuance recommendation
Sponsor (lead underwriter)
15 / F, block a, Zhaotai International Center, 10 Chaoyangmen South Street, Chaoyang District, Beijing
March, 2002
catalogue
The sponsor and its representative declare that Section 1 basic information of this securities issuance three
1、 Name of sponsor three
2、 The sponsor representative designated by the sponsor three
3、 Co sponsors of this securities issuance project and other project team members three
4、 The basic information of the issuer recommended this time three
5、 Description of whether there is a related relationship between the recommendation institution and the issuer seven
6、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor Section 10 recommendation of the recommending institution on the issuance of securities eleven
1、 Recommendation opinions on this securities issuance eleven
2、 The decision-making procedures performed by the issuer in accordance with the provisions eleven
3、 This offering complies with relevant laws and regulations twelve
4、 Special verification opinions on Incorruptible employment twenty-four
5、 Verification on the impact of diluting the immediate return of convertible corporate bonds issued to unspecified objects twenty-four
6、 Issuer’s main risk tips twenty-five
7、 The sponsor’s evaluation on the development prospect of the issuer 35 Annex I thirty-seven
Statement of recommendation institution and recommendation representative
Founder Securities Co.Ltd(601901) underwriting and recommendation Co., Ltd. (hereinafter referred to as “founder underwriting and recommendation” or “the recommendation institution”) and the recommendation representatives Chen Liguo and Xuan Hucheng who are specifically responsible for the securities issuance project in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and 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 registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), are 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 this issuance recommendation letter.
Unless otherwise specified in this issuance recommendation letter, the relevant terms or abbreviations are consistent with the prospectus for issuance of convertible corporate bonds by Poco Holding Co.Ltd(300811) gem to unspecified objects (draft application).
Section 1 basic information of this securities issuance
1、 Name of sponsor
Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. 2、 The sponsor representative designated by the sponsor
Mr. Chen Liguo, the sponsor representative, started to engage in investment banking business in 2008 and successively presided over or participated in the initial public offering and listing of Beijing Sifang Automation Co.Ltd(601126) ( Beijing Sifang Automation Co.Ltd(601126) ), China Design Group Co.Ltd(603018) ( China Design Group Co.Ltd(603018) ), Tianjin Keyvia Electric Co.Ltd(300407) ( Tianjin Keyvia Electric Co.Ltd(300407) ), Ningbo Exciton Technology Co.Ltd(300566) ( Ningbo Exciton Technology Co.Ltd(300566) ) and Beijing Yanjing Brewery Co.Ltd(000729) ( Beijing Yanjing Brewery Co.Ltd(000729) ), 002 ( Yantai Jereh Oilfield Services Group Co.Ltd(002353) ) Refinancing of Tianjin Keyvia Electric Co.Ltd(300407) ( Tianjin Keyvia Electric Co.Ltd(300407) ) and other projects and major asset restructuring of Tianjin Keyvia Electric Co.Ltd(300407) ( Tianjin Keyvia Electric Co.Ltd(300407) ). Mr. Xuan Hucheng, the sponsor representative, Mr. Xuan xuanhucheng, Mr. Xuan Hucheng, Mr. Xuan Hucheng, Mr. Xuan xuanhucheng, the sponsor representative, started to engage in investment banking business in 2008, and successively presideover or participated in the business of investment banking since 2008. He has presided over or participated in the 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) hucheng, Mr. Xuan xuanhucheng, Mr. Xuan Hucheng, Mr. Xuan Hucheng, Mr. xuanhucheng, the sponsor representative, the investment banking business since 2008. In 2008, he started to engage in investment banking business in 2008, successively presideor successively presideor participated in the 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) 30 Jinzai Food Group Co.Ltd(003000) 30001 \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\( Poco Holding Co.Ltd(300811) ) and other projects. 3、 Co sponsors of this securities issuance project and other project team members
(I) Project Co sponsor
Ms. Tan Qiancong, a certified public accountant, joined founder’s underwriting sponsor in 2021. She has successively worked in ShineWing certified public accountants, Beijing Xinghua certified public accountants and Lixin certified public accountants. She is mainly engaged in the audit of listed companies and IPO projects, and has rich financial audit experience.
(II) other members of the project team
Other members of the project team of this securities issuance are Gao Tian and Li Bo. 4、 Basic information of the issuer recommended this time
(I) basic information of the issuer recommended by the recommendation institution this time
Chinese name Poco Holding Co.Ltd(300811)
English Name: poco Holding Co., Ltd
Address: room 301306, floor 3, building 2, Nantou Fifth Industrial Zone, Beihuan Road, Nanshan District, Shenzhen
Date of establishment: September 17, 2009
Listing time: December 30, 2019
The registered capital is 103.68 million yuan
Shenzhen stock exchange where the shares are listed
Securities abbreviation Poco Holding Co.Ltd(300811)
Securities code: Poco Holding Co.Ltd(300811)
Legal representative: Du Jianghua
Ruan Jialin, Secretary of the board of directors
Tel: 075526654881
Fax: 075529574277
Postal Code: 518052
E-mail [email protected].
Company website: www.pocomagnetic.com com.
General business items: R & D and sales of magnetic materials, inductors, chip inductors, coils, magnetic electronic components and related equipment; Sales of stainless steel powder, steel alloy powder, iron powder, copper powder, aluminum powder, special metal alloy powder and cemented carbide powder; Import and export business of goods and technologies (except those prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining permission).
(for projects subject to approval according to law, business activities can only be carried out within the business scope after being approved by relevant departments). Mechanical equipment leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Mold manufacturing; Mold sales. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Licensed business items: production of magnetic materials, inductors, SMD inductors, coils, magnetic electronic components and related equipment, stainless steel powder, steel alloy powder, iron powder, copper powder, aluminum powder, special metal alloy powder and cemented carbide powder.
This type of securities issuance issues convertible corporate bonds to unspecified objects
(II) total share capital and shareholding of the top ten shareholders before the issuance
1. Equity structure
As of September 30, 2021, the share capital structure of the company is shown in the following table:
Unit: shares
Share type share number proportion
1、 Shares with limited sales conditions 5320202451.31%
1. State Shareholding —
2. Shareholding of state-owned legal person —
3. Other domestic capital holds 51.31% of 53202024 shares
Including: domestic non-state-owned legal person holds 2889987327.87%
Domestic natural persons hold 2430215123.44%
4. Foreign shareholding —
Including: shares held by overseas legal persons —
Shares held by overseas natural persons —
2、 Tradable shares with unlimited sales conditions 5047797648.69%
1. RMB common shares 5047797648.69%
2. Domestic listed foreign shares —
3. Overseas listed foreign shares —
4. Other —
3、 Total shares 10368 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
2. Shareholding of top ten shareholders
As of September 30, 2021, the shareholding of the top ten shareholders of the company is as follows:
Unit: shares
Sequence holding shares with limited sales pledge or freezing No. shareholder name shareholder nature quantity proportion conditions
Quantity status quantity
1 MoMA invests in domestic non-state-owned legal persons 2889987327.87%-
2 Guo Xiongzhi domestic natural person 1392449413.43% 10443370 pledge 551322
3 Luo Zhimin domestic natural person 74876927.22% 5615770 pledge 1044000
4 Ruan Jialin
