China Securities Co.Ltd(601066)
about
Changzhou Galaxy Century Microelectronics Co.Ltd(688689) issue convertible corporate bonds to unspecified objects and list them on the science and innovation board
of
Issuance recommendation
Sponsor (lead underwriter)
December, 2001
Statement of recommendation institution and recommendation representative
China Securities Co.Ltd(601066) and the declaration of the sponsor representative of the project, Wang Jiahai, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, the relevant provisions of the CSRC and the relevant business rules of Shanghai Stock Exchange, is honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter is issued in accordance with the industry practice norms and ethical standards, and the authenticity, accuracy and completeness of the issuance recommendation letter are guaranteed.
catalogue
interpretation…… Section 1 basic information of this securities issuance four
1、 The sponsor representative specifically responsible for the recommendation of this securities issuance four
2、 Co sponsors of the securities issuance project and other members of the project team four
3、 Basic information of the issuer five
4、 Description of the relationship between the sponsor and the issuer six
5、 Introduction to the internal audit procedures and core opinions of the recommendation institution seven
6、 The sponsor’s verification of the filing of private investment funds Section 2 commitments of the sponsor Section III verification of paid employment of third-party institutions and individuals ten
1、 Verification of the sponsor’s paid employment of a third party and other related acts ten
2、 Verification of the issuer’s paid employment of a third party and other related acts 10 section IV recommendations for this offering eleven
1、 The issuer’s decision-making procedure on this issuance is legal eleven
2、 This offering complies with relevant laws and regulations twelve
3、 Issuer’s main risk tips twenty
4、 Development prospect evaluation of the issuer twenty-two
5、 Recommendation conclusion of the sponsor on this securities issuance twenty-four
interpretation
In this offering recommendation letter, unless the context otherwise requires, the following words have the following meanings: recommendation institution, lead underwriter, CITIC index China Securities Co.Ltd(601066) construction investment, China Securities Co.Ltd(601066) securities
China Securities Co.Ltd(601066) with regard to Changzhou Yinhe century Microelectronics Co., Ltd., this issuance recommendation refers to the issuance recommendation of convertible corporate bonds issued by the company to unspecified objects and listed on the science and innovation board
Company, issuer and listed company refer to Changzhou Galaxy Century Microelectronics Co.Ltd(688689) Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
This project refers to the project that Changzhou Galaxy Century Microelectronics Co.Ltd(688689) issues convertible corporate bonds to unspecified objects and is listed on the science and innovation board
The current issuance of convertible corporate bonds to unspecified objects refers to Changzhou Galaxy Century Microelectronics Co.Ltd(688689) the issuance of convertible corporate bonds to unspecified objects and listing on the science and innovation board
Shares and A-Shares refer to ordinary shares approved to be listed on domestic stock exchanges, marked with face value in RMB, subscribed and traded in RMB
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of issuance of science and Innovation Board refers to the measures for the administration of securities issuance and registration of listed companies on science and Innovation Board (for Trial Implementation)
The Listing Rules of sci tech Innovation Board refer to the Listing Rules of sci tech Innovation Board of Shanghai Stock Exchange
Articles of association means the Changzhou Galaxy Century Microelectronics Co.Ltd(688689) articles of association
General meeting means Changzhou Galaxy Century Microelectronics Co.Ltd(688689) general meeting of shareholders
Board of directors means the Changzhou Galaxy Century Microelectronics Co.Ltd(688689) board of directors
Board of supervisors means Changzhou Galaxy Century Microelectronics Co.Ltd(688689) the board of supervisors
Raised investment projects refer to the projects to be invested with the funds raised from this issuance
The reporting period refers to 2018, 2019, 2020 and January September 2021
The end of each reporting period refers to the end of 2018, 2019, 2020 and September 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note 1: unless otherwise specified, the abbreviation of this issuance recommendation letter has the same meaning as the abbreviation in Changzhou Galaxy Century Microelectronics Co.Ltd(688689) prospectus for issuing convertible corporate bonds to unspecified objects. Note 2: if there is any discrepancy between the mantissa of the total number and the sum of the itemized values, or there is a difference between the mantissa after the decimal point and the original data, it may be caused by different exact digits or rounding.
Section 1 basic information of this securities issuance
1、 The sponsor representative specifically responsible for the recommendation of this securities issuance
China Securities Co.Ltd(601066) securities designated Manifesto and Wang Jiahai as the sponsor representative of this issuance to unspecified objects. The practice of the above two sponsor representatives is as follows:
Mr. Manifesto: sponsor representative, registered financial analyst, master’s degree, now vice president of China Securities Co.Ltd(601066) securities investment banking business management committee, has presided over or participated in: Shanghai Laimu Electronics Co.Ltd(603633) (603633) main board IPO project, Changzhou Galaxy Century Microelectronics Co.Ltd(688689) (688689) science and Innovation Board IPO project, Shanghai Laimu Electronics Co.Ltd(603633) (603633) share allotment project, Jiangsu Xinquan Automotive Trim Co.Ltd(603179) (603179) non-public offering project Greenland Holdings Corporation Limited(600606) (600606) for non-public offering projects, in the practice of recommendation business, they strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
Mr. Wang Jiahai: sponsor representative, certified public accountant, master’s degree, now the director of China Securities Co.Ltd(601066) securities investment banking business management committee. He has presided over or participated in: Jason Furniture (Hangzhou) Co.Ltd(603816) (603816) main board IPO project, Zhangjiagang Guangda Special Material Co.Ltd(688186) (688186) science and Innovation Board IPO project, Changzhou Galaxy Century Microelectronics Co.Ltd(688689) (688689) science and Innovation Board IPO project, Suzhou Xingye Materials Technology Co.Ltd(603928) (603928) main board IPO project Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) (603665) main board IPO project, Jiangsu Xinquan Automotive Trim Co.Ltd(603179) (603179) main board IPO project, Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) (002223) non-public offering project, Jiangsu Yinhe Electronics Co.Ltd(002519) (002519) non-public offering project, Kingsignal Technology Co.Ltd(300252) (300252) non-public offering project, Long Yuan Construction Group Co.Ltd(600491) (600491) non-public offering project and Jiangsu Xinquan Automotive Trim Co.Ltd(603179) (603179) convertible bond project, During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record. 2、 Co sponsors of the securities issuance project and other members of the project team
(i) Co sponsor of this securities issuance project
The co sponsor of this securities issuance project is Mr. Zhang Jieyang, and the implementation of its recommendation business is as follows:
Mr. Zhang Jieyang, with a master’s degree, is now the senior manager of China Securities Co.Ltd(601066) securities investment banking business management committee. Mainly participated in the project of Xiangcai Co.Ltd(600095) (600095) non-public issuance of a shares, the project of Harbin Gaoke (600095) issuing shares to purchase assets and supporting fund-raising, and the major asset purchase project of Harbin Gaoke (600095). In the process of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of securities issuance and listing recommendation business, and has a good practice record.
（2） Other members of the securities issuance project team
Other members of the securities issuance project team are Xie wutao.
Mr. Xie wutao: sponsor representative, bachelor degree, current executive general manager of China Securities Co.Ltd(601066) securities investment banking business management committee, has presided over or participated in East China Engineering Science And Technology Co.Ltd(002140) (002140), Hongbaoli Group Corporation Ltd(002165) (002165), Hefei Urban Construction Development Co.Ltd(002208) (002208), Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) (002223), Jiangsu Yinhe Electronics Co.Ltd(002519) (002519), Dewei new material (300325), Jiangsu Xinquan Automotive Trim Co.Ltd(603179) (603179), Shanghai Shuixing Home Textile Co.Ltd(603365) (603365), Jinhua Chunguang Technology Co.Ltd(603657) (603657) IPO projects such as Zhangjiagang Guangda Special Material Co.Ltd(688186) (688186), Changzhou Galaxy Century Microelectronics Co.Ltd(688689) (688689), and refinancing projects such as Zhejiang Dun’An Artificial Environment Co.Ltd(002011) (002011), Zhejiang Nhu Company Ltd(002001) (002001), xinhaiyi (002089), Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) (002223), Hongbaoli Group Corporation Ltd(002165) (002165), Jiangsu Yinhe Electronics Co.Ltd(002519) (002519), Jiangsu Xinquan Automotive Trim Co.Ltd(603179) (603179), Long Yuan Construction Group Co.Ltd(600491) (600491), Suzhou Anjie Technology Co.Ltd(002635) (002635). 3、 Basic information of the issuer
Chinese name Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
English Name: Changzhou Galaxy century Microelectronics Co., Ltd
Legal representative: Yang Senmao
Registered address: No. 19, Changjiang North Road, Xinbei District, Changzhou City
Date of establishment: October 8, 2006
Listing time: January 27, 2021
The registered capital is 128.4 million yuan
Stock abbreviation Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
Stock Code: 688689
Shanghai stock exchange where the shares are listed
Board Secretary Li Fucheng
Tel.: 0519-68859335
Internet address https://www.gmesemi.com./
The type of this securities issuance is to issue convertible corporate bonds to unspecified objects and list them
4、 Description of the relationship between the sponsor and the issuer
(i) Shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the sponsor or its controlling shareholders, actual controllers and important related parties
In January 2021, when Changzhou Galaxy Century Microelectronics Co.Ltd(688689) was first listed, the wholly-owned subsidiary China Securities Co.Ltd(601066) Investment Co., Ltd. of the sponsor held 1.605 million shares of the issuer through strategic placement. As of the issuance date of this issuance recommendation letter, China Securities Co.Ltd(601066) Investment Co., Ltd. still holds 1.605 million shares of the issuer (including refinancing shares). The recommendation institution and its recommendation representative have no matters that may affect its fair performance of recommendation duties. In addition to the above circumstances, the recommendation institution or its controlling shareholder, actual controller and important related party do not hold the shares of the issuer or its controlling shareholder, actual controller and important related party. The recommendation institution has established an effective information separation wall management system, and the holding of shares of the issuer by the recommendation institution’s science and Innovation Board follow-up investment business will not affect the fair performance of recommendation duties by the recommendation institution and the recommendation representative.
（2） Shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
As of the date of issuance of this issuance recommendation letter, the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties. （3） The sponsor representative and his spouse, directors, supervisors and senior managers of the recommendation institution have the rights and interests of the issuer and hold positions in the issuer
As of the date of issuance of this issuance recommendation letter, the recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not own the rights and interests of the issuer or hold positions in the issuer.
（4） Mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer
As of the issuance date of this issuance recommendation letter, the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer have not provided mutual guarantee or financing.
（5） Other related relationships between the recommendation institution and the issuer
As of the date of issuance of this issuance recommendation letter, there is no other related relationship between the recommendation institution and the issuer. 5、 Brief introduction and opinions on internal audit procedures of the recommendation institution
(i) Internal audit procedures of the sponsor on the project
At present, after recommending the project to the CSRC and Shanghai Stock Exchange, the sponsor has carried out quality management and risk control on the project through internal verification procedures such as project approval, audit by the quality control department of the investment banking commission and audit by the core department, and performed the duty of prudent verification.
1. Project approval
The sponsor shall implement the approval procedures for the project in accordance with the rules for the establishment of China Securities Co.Ltd(601066) investment banking business.
The initiation of the project was approved by the sponsor and merger and reorganization initiation Committee of the sponsor on November 19, 2021.
2. Investment Banking Commission
