About Hangzhou Shenhao Technology Co.Ltd(300853)
Issuing convertible corporate bonds to unspecified objects
Issuance recommendation
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
Huatai United Securities Co., Ltd
About Hangzhou Shenhao Technology Co.Ltd(300853)
Issue convertible corporate bonds to unspecified objects
of
Issuance recommendation
Hangzhou Shenhao Technology Co.Ltd(300853) (hereinafter referred to as the “issuer” and ” Hangzhou Shenhao Technology Co.Ltd(300853) “) apply for issuing convertible corporate bonds to unspecified objects, and submit the issuance application documents in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “Registration Measures”) and other relevant laws and regulations. Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor”) as the sponsor of this issuance, and Pu Guiyang and Fu Qiang as the sponsor representatives specifically responsible for recommendation, hereby issue the letter of recommendation for this issuance.
The sponsor Huatai United Securities and the sponsor representatives Pu Guiyang and Fu Qiang promise that the sponsor and the sponsor representative are honest, trustworthy, diligent and responsible in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued in accordance with the industry practice code and code of ethics, and the authenticity, accuracy and integrity of the issued documents shall be guaranteed.
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
1. Sponsor representative
Pu Guiyang and Fu Qiang are the sponsor representatives responsible for the recommendation. The practice of its recommendation business is as follows: Mr. Pu Guiyang, business line director of Huatai United Securities Investment Bank, recommendation representative, non practicing member of China Institute of certified public accountants, holding legal professional qualification certificate and master’s degree. He has been responsible for or participated in Farasis Energy (Gan Zhou) Co.Ltd(688567) , Shenzhen S.C New Energy Technology Corporation(300724) , Beijing Hezong Science&Technology Co.Ltd(300477) , Nongxin technology, UFIDA finance and other IPO projects Sinosteel Engineering & Technology Co.Ltd(000928) public offering of convertible bonds, Aotecar New Energy Technology Co.Ltd(002239) non-public offering of shares, Cpt Technology (Group) Co.Ltd(000536) non-public offering of shares, Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713) non-public offering of shares and other items.
Mr. Fu Qiang, vice president of Huatai United Securities Investment bank business line, sponsor representative, non practicing member of China Institute of certified public accountants, certified asset appraiser, master degree. He has been responsible for or participated in the IPO projects of Helin technology, Western Superconducting Technologies Co.Ltd(688122) , Hangzhou Zhongtai Cryogenic Technology Corporation(300435) and so on Suzhou Industrial Park Heshun Electric Co.Ltd(300141) major asset restructuring projects Beijing Watertek Information Technology Co.Ltd(300324) non public offering of shares, Tongding Interconnection Information Co.Ltd(002491) convertible bonds, China Citic Bank Corporation Limited(601998) non public offering of preferred shares, etc.
2. Project Co sponsor
The co sponsor of the project is Wang Zheng, whose practice of recommendation business is as follows:
Mr. Wang Zheng, business line director of Huatai United Securities Investment Bank, is a non practicing member of China Institute of certified public accountants. He has been responsible for or participated in Sinosteel Engineering & Technology Co.Ltd(000928) public issuance of convertible bonds, Cecep Environmental Protection Equipment Co.Ltd(300140) two major asset restructuring projects, Beijing Spc Environment Protection Tech Co.Ltd(002573) non-public offering projects, Beijing Jiaxun Feihong Electrical Co.Ltd(300213) major asset restructuring and non-public offering projects, Landocean Energy Services Co.Ltd(300157) two major asset restructuring projects, Bluefocus Intelligent Communications Group Co.Ltd(300058) major asset restructuring projects, Longhua energy conservation major asset restructuring projects, St Jiyao reorganization and listing St Guoxiang reorganization and listing and other projects.
3. Other project team members
Other members of the project team participating in the recommendation work also include: Shen Zhuqing, Guo Wanghui and Wang Zhuo. 2、 Basic information of the issuer
1. Company name: Hangzhou Shenhao Technology Co.Ltd(300853)
2. Registered address: No. 6, Changsong street, Cangqian street, Yuhang District, Hangzhou City, Zhejiang Province
3. Date of establishment: September 5, 2002
4. Registered capital: 1469304 million yuan
5. Legal representative: Chen rushen
6. Contact: 057188720409
7. Business scope: manufacturing and processing: computer software, system integration, electromechanical equipment, smart microgrid related technical products, smart Siasun Robot&Automation Co.Ltd(300024) and UAV inspection system; Services: technical development, technical consultation, technical services, achievement transfer of computer software, system integration, electromechanical equipment, smart microgrid related technical products, smart Siasun Robot&Automation Co.Ltd(300024) and UAV inspection system, and installation (repair and test) of power facilities; Wholesale and retail: electromechanical equipment (except cars), smart micro grid related technical products, smart Siasun Robot&Automation Co.Ltd(300024) , UAV inspection system, chemical products (except dangerous chemicals and precursor chemicals); Import and export of goods and technologies (except for projects 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 be carried out only after approval by relevant departments)
8. Type of securities issuance: issuing convertible corporate bonds to unspecified objects III. description of interests and main business transactions between the sponsor and its related parties and the issuer and its related parties
As the listing sponsor of the issuer’s convertible corporate bonds, Huatai United Securities explains the interests and main business transactions between the sponsor and its related parties and the issuer and its related parties as follows:
(I) as of October 29, 2021, the parent company of the recommendation institution Huatai Securities Co.Ltd(601688) and Huatai financial holding (Hong Kong) Co., Ltd. controlled by Huatai Securities Co.Ltd(601688) and its parent company hold 86240 shares and 74640 shares of the issuer respectively, accounting for 0.11% of the total shares of the issuer.
(II) as of the signing date of this offering, 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. (III) as of the signing date of this offering, the recommendation representative and their spouses, 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;
(IV) as of the signing date of the offering 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) as of the signing date of this offering, there is no other related relationship between the recommendation institution and the issuer.
4、 Brief description of kernel (I) description of internal audit procedure
1. Core project application group
On June 13, 2021, the project team prepared the application documents according to the specific conditions of the project and the regulations, and submitted an application for approval to the quality control department after preliminary review by the investment banking business line.
2. Pre qualification of quality control department
After receiving the kernel application, the quality control department shall review the integrity, compliance and text format of the application materials according to the relevant regulations of the regulatory authority, and check whether the project team is diligent and responsible through the on-site verification procedure. After the nuclear pre-trial work, the written nuclear pre-trial opinions were issued on June 21, 2021.
According to the written opinions of the nuclear prequalification personnel, the project team will check the relevant issues, modify, supplement and improve the application documents, and submit the special reply to the nuclear prequalification opinions to the quality control department on July 7, 2021 after the verification and modification.
3. Nuclear and compliance department
The compliance and risk management department conducted internal audit on Hangzhou Shenhao Technology Co.Ltd(300853) convertible bond project in the form of written audit on July 16, 2021. The examiner pointed out the problems and deficiencies of the project team in the process of due diligence on important matters according to the examination of the examination and working papers, and asked the project team to make rectification. The project team shall conduct supplementary due diligence on relevant matters according to the requirements of the audit team, and supplement and improve the corresponding working papers. 4. Review of kernel team meeting
After the reviewers of the quality control department review the preliminary review comments of the project team, reply and approve, and accept the working paper, the reviewers of the quality control department issue the quality control report, and then the compliance and risk management department organizes and holds the company’s equity financing business core group meeting for review.
The compliance and risk management department sent the notice of the meeting, the application documents of the kernel and the reply to the pre-trial opinions to the members of the kernel team in the form of electronic documents 3 working days (inclusive) in advance.
On July 21, 2021, Huatai United Securities held the 66th core group meeting of equity financing business in 2021 in the form of teleconference in the conference rooms where the offices of various departments of investment banks are located. A total of 7 members of the kernel team participated in the meeting, and the review results were valid.
All the members of the kernel team who participated in the meeting reviewed the main securities issuance application documents submitted by the project team and the special replies to the pre-trial opinions of the kernel before the meeting. During the meeting, the members of each core group spoke one by one to explain the issues they thought might constitute obstacles to the issuance and listing. For the contents not clearly stated in the application documents, the project team is required to make further explanation. After full communication with the project team, propose further solutions to be taken. The core review meeting adopts closed, open and independent voting. The voting results are divided into three cases: pass, veto and suspension of voting. Members of the review team shall vote independently according to the review and send their voting opinions to the mailbox designated by the compliance and risk management department.
If the application for approval is approved by more than 2 / 3 of the votes of the members participating in the meeting, the approval result is passed; If the “no” vote is more than 1 / 3, the result is veto; The kernel result corresponding to other voting conditions is “suspension of voting”. The core meeting reviewed the Hangzhou Shenhao Technology Co.Ltd(300853) convertible bond project through full discussion, and the voting result was passed. 5. Implementation of the opinions of the core group
After the core group meeting, the compliance and risk management department will summarize the contents of the audit opinion form, form the final core group opinion, and send it to the project team in the form of notification of internal audit results. In the notice of the result of the audit, it clearly states whether the securities issuance application has passed the internal audit procedures, and lists the problems that need further verification, the requirements for the revision of the application documents, etc. The project team shall take solutions according to the opinions of the kernel team and conduct supplementary verification or information disclosure. After confirming that the contents mentioned in the opinions of the core group have been implemented, the quality control department and the compliance and Risk Management Department formally agree to issue a formal recommendation document for the issuer to recommend it to issue convertible corporate bonds to unspecified objects. (II) comments on the core
On July 21, 2021, Huatai United Securities held the 66th core meeting of equity financing business in 2021 and approved the core application of Hangzhou Shenhao Technology Co.Ltd(300853) convertible bond project. The review opinions of the members of the core group are: the core application for Hangzhou Shenhao Technology Co.Ltd(300853) convertible bond project submitted by your group was approved after discussion and voting at this meeting.
Section II commitment of recommendation institution
Huatai United Securities promises that it 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 and the exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly. In accordance with the provisions of Article 26 of the measures for the administration of securities issuance and listing recommendation business, following the industry recognized spirit of diligence and business standards, performing full due diligence procedures and carefully verifying the application documents, the company made the following commitments:
(I) there are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing;
(II) 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;
(III) 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;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) ensure that the designated sponsor representative and relevant personnel of the sponsor have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
(VI) 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;
(VII) 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;
(VIII) voluntarily accept the regulatory measures taken by the CSRC in accordance with these measures.
Section III recommendation on this securities issuance
1、 Recommendation conclusion
Following the principles of honesty, trustworthiness and diligence, Huatai United Securities has conducted a comprehensive investigation on the issuer in accordance with the requirements of the CSRC on the due diligence of the sponsor, such as the guidelines for the due diligence of sponsors. After fully understanding the operation status of the issuer and the risks and problems it faces, Huatai United Securities has sufficient reasons to believe that the issuer complies with the company law and the securities law The conditions for issuing convertible corporate bonds to unspecified objects in laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) agree to recommend them to issue convertible corporate bonds to unspecified objects as a sponsor. 2、 Description 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 April 26, 2021, the issuer held the third meeting of the third board of directors. At this meeting, there were 7 directors who should vote and 7 directors who actually voted. The proposal on Hangzhou Shenhao Technology Co.Ltd(300853) the plan for issuing convertible corporate bonds to unspecified Objects and other proposals were deliberated and adopted.
2. On May 17, 2021, the issuer held the 2020 annual general meeting of shareholders. The shareholders’ representatives attending the meeting held 34571850 shares, accounting for 42.35% of the total share capital of the issuer. The proposal on Hangzhou Shenhao Technology Co.Ltd(300853) the plan for issuing convertible corporate bonds to unspecified Objects and other proposals were deliberated and adopted.
In accordance with the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, as well as the provisions of the issuer’s articles of association, the issuer applies for issuance to unspecified objects
