Tianfeng Securities Co.Ltd(601162)
about
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Issue convertible corporate bonds to unspecified objects
of
Issuance recommendation
(4th floor, Gaoke building, No. 2, guandongyuan Road, Donghu New Technology Development Zone, Wuhan City, Hubei Province) December, 2001
statement
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as “the sponsor”) accepts the entrustment of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) as its sponsor for issuing convertible corporate bonds to unspecified objects and listing.
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 securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the rules for the listing of shares on 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 China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) issues the issuance recommendation letter in strict accordance with the business rules and industry self-discipline norms formulated according to law, and ensures that the documents issued are true, accurate and complete.
Unless otherwise specified, the abbreviation in this issuance recommendation letter has the same meaning as the abbreviation in the prospectus for Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. to issue convertible corporate bonds to unspecified objects.
catalogue
Declare that 2 catalog Section 1 basic information of this securities issuance four
1、 Information about the recommendation institution and its personnel four
2、 Basic information of the issuer 4 III. interests and main business relationship between the recommendation institution and its related parties and the issuer and its related parties
Come on five
4、 Kernel Overview Section II commitments of the sponsor 7 Section III recommendation on this securities offering eight
1、 Recommendation conclusion eight
2、 Description of relevant decision-making procedures for this securities issuance eight
3、 Explanation that this securities issuance meets the issuance conditions stipulated in the securities law nine
4、 Explanation that the securities issuance meets the issuance conditions specified in the registration management measures V. the securities issuance complies with the Q & A on issuance supervision – on guiding and standardizing the financing behavior of listed companies
Description specified in the regulatory requirements (Revised Version) of 18 VI. on the rationality of dilution of immediate return, measures to fill in immediate return and relevant commitment subjects
Verification opinions on commitments 18 VII. On strengthening the risk prevention of honest employment such as hiring a third party in investment banking business by securities companies
Verification opinions of nineteen
8、 Issuer’s main risk tips nineteen
9、 Evaluation on the development prospect of the issuer thirty
Section 1 basic information of this securities issuance
1、 Sponsor and its personnel
(i) The sponsor representative responsible for this recommendation
1. Ma Zhenkun, the sponsor representative of the project, Tianfeng Securities Co.Ltd(601162) executive director of strategic customer department of investment bank, and non practicing member of China Institute of certified public accountants. He began to engage in investment banking business in 2014 and has been responsible for or mainly participated in Tkd Science And Technology Co.Ltd(603738) private placement, Guangzhou Risong Intelligent Technology Holding Co.Ltd(688090) IPO, Guangdong Xiongsu Technology Group Co.Ltd(300599) IPO, Guangdong Pak Corporation Co.Ltd(300625) IPO, Guangzhou Haige Communications Group Incorporated Company(002465) private placement, Foshan Nationstar Optoelectronics Co.Ltd(002449) private placement and other projects.
2. Chen Bailu, sponsor representative of the project, Tianfeng Securities Co.Ltd(601162) senior deputy director of strategic customer department of investment bank. He began to engage in investment banking business in 2017. He was responsible for or mainly participated in Qingdao Huicheng Environmental Technology Co.Ltd(300779) IPO, Shandong Bailong Chuangyuan Bio-Tech Co.Ltd(605016) IPO, Harbin Jiuzhou Group Co.Ltd(300040) issuing convertible corporate bonds to unspecified objects, Wenzhou Hongfeng Electrical Alloy Co.Ltd(300283) issuing shares to specific objects through simple procedures, etc.
（2） Other members of the project team
Other members of the project team: he Wenjing, Zhan Xuanxuan.
2、 Basic information of the issuer
Company name Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Date of establishment: September 27, 2003
Registered capital: RMB 100 million
Legal representative: Lu Guojian
Registered address: 301, building 1, Shenzhen Bay innovation and technology center, Keyuan Avenue, high tech community, Yuehai street, Nanshan District, Shenzhen
General business items include: design, development, sales and technical consultation of electronic products, software and integrated circuits, Chinese commerce and material supply and marketing industry (the above items do not include commodities sold within the scope of franchise, special control and special business); Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission); The licensed business items are: Internet information services; Production of cultural goods and equipment.
The type of securities issued this time is convertible corporate bonds that can be converted into the company’s a shares. The type of securities issued this time, the convertible corporate bonds and the company’s A-Shares converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
Main business transactions
Upon verification, as of the signing date of the issuance sponsor:
(i) The sponsor or its controlling shareholders, actual controllers and important related parties do not hold 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 sponsor or its controlling shareholders, actual controllers and important related parties.
（3） The recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution 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） There is no guarantee or financing between 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.
（5） The recommendation institution has no other related relationship with the issuer.
4、 Kernel overview
(i) Description of internal audit procedure
The recommendation institution has performed strict internal audit procedures for the issuer’s application documents for issuing convertible corporate bonds to unspecified objects:
1. On July 29, 2021, the sponsor conducted internal audit on the project initiation and agreed to the project initiation.
2. From August 4, 2021 to August 12, 2021, the internal audit department of the sponsor conducted a preliminary audit of the issuer’s application documents, completed the acceptance of the project draft, and finally formed the preliminary audit report and quality control report.
3. The project team of the sponsor has responded and rectified the audit opinions of the internal verification department item by item. 4. The core Committee of the sponsor held a core meeting on August 18, 2021 to review and vote on the application documents of the issuer for issuing convertible corporate bonds to unspecified objects.
5. The sponsor’s project team implemented the core opinions item by item, and the company’s internal verification department inspected the implementation of the core opinions.
（2） Core comments
After full discussion, the core members of the recommendation institution have formed the following opinions: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. issuing convertible corporate bonds to unspecified objects complies with the requirements of relevant laws and regulations, and no false records, misleading statements or major omissions are found in the relevant application documents, It is agreed to recommend Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. to issue convertible corporate bonds to unspecified objects and list them on the science and innovation board.
Section 2 commitments of the recommendation institution
Tianfeng Securities Co.Ltd(601162) commitment: the recommendation institution and its recommendation representative have 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 Shanghai Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly.
Tianfeng Securities Co.Ltd(601162) in accordance with Article 26 of the measures for the administration of sponsorship, following the industry recognized spirit of diligence and business standards, performing sufficient due diligence procedures, and carefully checking the application documents, make the following commitments:
1. Have sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of CSRC and Shanghai Stock Exchange on securities issuance and listing;
2. There are 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;
3. There are 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;
4. There are 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;
5. Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have performed due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
6. Ensure that there are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of recommendation duties;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and the Shanghai Stock Exchange and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC and the Shanghai Stock Exchange in accordance with the measures for the administration of sponsors.
Section III recommendation on this securities issuance
1、 Recommendation conclusion
Tianfeng Securities Co.Ltd(601162) following the principles of honesty, trustworthiness and diligence, and in accordance with the guidelines for due diligence of sponsors and other requirements of the CSRC for due diligence of sponsors, the issuer has conducted a comprehensive investigation. After fully understanding the issuer’s business status and the risks and problems it faces, it has sufficient reasons to believe that the issuer complies with the company law and the securities law According to the conditions of issuing convertible corporate bonds to unspecified objects and listing on the science and innovation board in laws and regulations such as the measures for the administration of registration and the measures for the administration of convertible corporate bonds, it is agreed to recommend it as a sponsor to issue convertible corporate bonds to unspecified objects and list on the science and innovation board.
2、 Explanation on the implementation of relevant decision-making procedures for this securities issuance
The internal decision-making procedures performed by the issuer for this securities issuance are as follows:
1. On July 15, 2021, the issuer held the 30th meeting of the second board of directors. Nine directors should attend the meeting, and nine actually attended the meeting. The proposal on the company’s meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects were deliberated and adopted Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the demonstration and analysis report on the company’s issuance of convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of convertible corporate bonds to unspecified objects The proposal on the rules of meeting of bondholders of convertible companies of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd., the proposal on the report on the use of the company’s previously raised funds, the proposal on the diluted immediate return and filling measures for the company’s issuance of convertible corporate bonds to unspecified objects and the commitments of relevant subjects Proposals on the company’s dividend return planning for shareholders in the next three years (2021-2023), proposals on submitting to the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects, etc. 2. On August 2, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, which deliberated and adopted the proposal on the company’s compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the demonstration and analysis report on the company’s issuance of convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of convertible corporate bonds to unspecified objects The proposal on the rules of meeting of bondholders of convertible companies of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd., the proposal on the report on the use of the company’s previously raised funds, the proposal on the diluted immediate return and filling measures for the company’s issuance of convertible corporate bonds to unspecified objects and the commitments of relevant subjects Proposals on the company’s dividend return planning for shareholders in the next three years (2021-2023), proposals on submitting to the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects, etc.
3. On September 28, 2021, the issuer convened the 35th meeting of the second board of directors of the company, deliberated and adopted the proposal on adjusting the company’s plan for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects (Revised Draft), and other proposals, Adjust the total amount of the raised funds to no more than RMB 410 million (including RMB 410 million), and adjust the amount of supplementary working capital in the application plan of the raised funds accordingly. The above amendments to the issuance plan are subject to the proposal for the general meeting of shareholders to authorize the board of directors to handle it with full powers, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021
