Zhongfu Shenying Carbon Fiber Co., Ltd
Initial public offering and listing on the science and Innovation Board
Appendix to prospectus
Serial number file name page 1 issuance recommendation 2 2 financial statements and audit reports 32 3 relevant financial statements 210 and review between the base date of the issuer’s audit report and the signing date of the prospectus report
4 internal control assurance report 278 5 non recurring profit and loss statement verified by certified public accountants 300 6 legal opinion 309 7 lawyer work report 446 8 articles of association of the issuer (Draft) 604 9 documents of China Securities Regulatory Commission approving the registration of the issuer’s public offering 653
Guotai Junan Securities Co.Ltd(601211)
about
Zhongfu Shenying Carbon Fiber Co., Ltd. made an initial public offering and was listed on the science and innovation board
of
Issuance recommendation
Sponsor
March, 2002
Guotai Junan Securities Co.Ltd(601211)
About Zhongfu Shenying Carbon Fiber Co., Ltd
Letter of recommendation for initial public offering and listing on the science and innovation board Shanghai Stock Exchange:
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor”, “sponsor” or ” Guotai Junan Securities Co.Ltd(601211) “) accepts the entrustment of Zhongfu Shenying Carbon Fiber Co., Ltd. (hereinafter referred to as “issuer”, “company” or “Zhongfu Shenying”) to act as the sponsor of its initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “this offering” or “this project”), The recommendation agency appoints ran Zhouzhou and Qiu Peng as the recommendation representatives specifically responsible for recommending the project.
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 administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “Registration Measures”) The measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation business”) In accordance with the relevant provisions of the standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, the rules for the examination and approval of the issuance and listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “rules for the examination and approval of issuance and listing”), the recommendation institutions and recommendation representatives are in the professional spirit of honesty, trustworthiness, diligence and responsibility, The issuance recommendation letter shall be issued in strict accordance with the business rules and industry self-discipline norms formulated according to law, and the authenticity, accuracy and integrity of the issuance recommendation letter shall be guaranteed.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Zhongfu Shenying Carbon Fiber Co., Ltd. for initial public offering and listing on the science and innovation board.
catalog
Section 1 basic information of this securities issuance three
1、 The members of the project team of the sponsor responsible for this issuance three
2、 Basic information of the issuer three
3、 Description of the relationship between the sponsor and the issuer four
4、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor seven
1、 The general commitment of the sponsor institution to the sponsor of this issuance seven
2、 The sponsor’s commitment to this offering one by one 7 Section III recommendation on this securities issuance nine
1、 Recommendation conclusion of the sponsor on this offering nine
2、 The decision-making procedures performed in this offering are compliant nine
3、 This issuance meets the issuance conditions stipulated in the securities law nine
4、 This issuance meets the issuance conditions stipulated in the registration measures ten
5、 Verification conclusion of commitments of responsible subjects such as the issuer and its controlling shareholders fourteen
6、 Verification conclusion on the filing of shareholders of the issuer’s private investment fund fifteen
7、 Relevant information about the direct or indirect paid employment of other third parties in this offering fifteen
8、 Main risks of the issuer seventeen
9、 Brief evaluation of the development prospect of the issuer twenty-four
Section 1 basic information of this securities issuance
1、 Members of the project team of the sponsor responsible for this offering
(I) basic information of the sponsor representative of this securities issuance
Guotai Junan Securities Co.Ltd(601211) appoint ran Zhouzhou and Qiu Peng as the sponsor representatives of Zhongfu Shenying’s IPO and listing on the science and innovation board.
Ran Zhouzhou: sponsor representative, master of finance, now the business director of Guotai Junan Securities Co.Ltd(601211) investment banking department. Since engaging in investment banking business, he has successively participated in major asset restructuring projects of Guitang shares, Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) non-public projects, Shengyuan Environmental Protection Co.Ltd(300867) IPO, Cabio Biotech (Wuhan) Co.Ltd(688089) IPO and other projects. During the practice of recommendation business, we strictly abide by the relevant provisions such as the measures for the administration of recommendation business, and have a good practice record.
Qiu Peng: sponsor representative, Chinese certified public accountant, legal professional qualification, now the business director of Guotai Junan Securities Co.Ltd(601211) investment banking department. Since engaging in investment banking business, he has successively participated in Shengyuan Environmental Protection Co.Ltd(300867) IPO, Tianyuan Group IPO, Dongguan Huali Industries Co.Ltd(603038) non-public projects, Anhui Guofeng Plastic Industry Co.Ltd(000859) non-public projects, etc.
During the practice of recommendation business, we strictly abide by the relevant provisions such as the measures for the administration of recommendation business, and have a good practice record.
(II) sponsor of the project
Guotai Junan Securities Co.Ltd(601211) appointed Wu Xinzhu as the Project Co organizer of Zhongfu Shenying’s IPO and listing on the science and innovation board.
Wu Xinzhu: Master of accounting, now senior manager of Guotai Junan Securities Co.Ltd(601211) investment banking department. Since engaging in investment banking business, he has successively participated in Tianyuan Group IPO, minglida IPO, Anhui Guofeng Plastic Industry Co.Ltd(000859) non-public, Dongguan Huali Industries Co.Ltd(603038) non-public and other projects.
(III) basic information of other project team members
Other members of the project team participating in the recommendation of Zhongfu Shenying’s IPO also include Huang Jianhua, Liu Yiping, Huang Longwei and Zhang Yongcheng. 2、 Basic information of the issuer
Company name: Zhongfu Shenying Carbon Fiber Co., Ltd
English Name: Zhongfu Shenying Carbon Fiber Co., Ltd
The registered capital is 80 million yuan
Paid in capital: 80 million yuan
Legal representative: Zhang Guoliang
The company was established on March 2, 2006
Date of establishment of the joint stock company: December 2, 2020
Address Jiangsu Lianyungang Port Co.Ltd(601008) economic and Technological Development Zone, north of South Ring Road, Dapu Industrial Zone
Postal code 222000
Tel.: 051886070140
Fax No.: 051886070128
Internet address http://www.zfsycf.com.cn./
E-mail [email protected].
The Department in charge of information disclosure and investor relations of the investment securities department is responsible for the person in charge of information disclosure and investor relations. The telephone number of investor relations is 051886070140
Development, manufacture and business scope of carbon fiber precursor, carbon fiber, carbon fiber products and other high-performance carbon fibers; Undertake relevant engineering design, provide technical consultation, technology development, technology transfer and technical services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 Description of the relationship between the sponsor and the issuer
(I) as of the issuance date of this issuance recommendation letter, except that Guotai Junan Securities Co.Ltd(601211) wholly-owned subsidiary Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. will participate in the strategic placement of this issuance, there is no Guotai Junan Securities Co.Ltd(601211) or its controlling shareholder, actual controller or other important related parties holding the issuer or its controlling shareholder Shares of important related parties;
(II) as of the date of issuance of this issuance recommendation letter, there is no situation that the issuer or its controlling shareholder, actual controller or important related party holds the shares of this recommendation institution or its controlling shareholder, actual controller or important related party;
(III) as of the date of issuance of this issuance recommendation letter, there is no situation that the recommendation representative and his spouse, directors, supervisors and senior managers of this recommendation institution own the shares of the issuer or its controlling shareholders and important related parties, and hold positions in the issuer or its controlling shareholders and important related parties;
(IV) as of the date of issuance of this issuance recommendation letter, there is no guarantee or financing between the controlling shareholder, actual controller, important related party of this recommendation institution and the controlling shareholder, actual controller and important related party of the issuer;
(V) as of the date of issuance of this issuance recommendation letter, there is no other related relationship between this recommendation institution and the issuer. 4、 Internal audit procedures and core opinions of the recommendation institution
In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of recommendation business and the requirements of the guidelines on internal control of investment banking business of securities companies, Guotai Junan Securities Co.Ltd(601211) formulated and improved the due diligence, internal control and internal verification systems for securities issuance and listing, such as the administrative measures for internal control of investment banking business, the administrative measures for project approval and review of investment banking business, the administrative measures for the core of investment banking business, the administrative measures for due diligence of investment banking business and the administrative measures for investment banking business projects, The internal audit system of project initiation, due diligence and core has been established and improved, and the project audit has been carried out in accordance with the specified process.
(I) internal audit procedure
Guotai Junan Securities Co.Ltd(601211) established the core Committee as the non established core organization of investment banking business and the core risk control department as the permanent core organization of investment banking business to perform the responsibility of core deliberation and decision-making of investment banking business, conduct independent research and judgment on the risk of investment banking business and express opinions.
The core risk control department carries out export management and terminal risk control on investment banking projects in the form of company level audit, and performs the audit decision-making responsibilities of submitting, submitting, issuing or disclosing materials and documents in the name of the company. The core Committee performs its duties through the core meeting, makes independent research and judgment on the risks of investment banking business and gives opinions, and decides whether to submit, submit and issue the application documents for securities issuance and listing to the securities regulatory authority.
According to Guotai Junan Securities Co.Ltd(601211) “measures for the management of investment banking business core”, the company’s core committee is composed of senior personnel from the core risk control department, investment bank quality control department, legal compliance department and other departments, as well as external experts (mainly for equity projects). The number of kernel members participating in the deliberation of the kernel meeting shall not be less than 7. The kernel members shall exercise their voting rights independently, and the resolution approving the submission, submission, issuance or disclosure of materials and documents shall be voted by at least 2 / 3 of the kernel members participating in the meeting. In addition, the voting results of the core meeting are valid for six months Guotai Junan Securities Co.Ltd(601211) kernel program is as follows:
1. Core application: the project team applies for the project core through the company’s core system, and submits relevant application materials and verification documents reviewed by the quality control department of the investment bank at the same time;
2. Submit quality control report: the quality control department of the investment bank submits the quality control report;
3. Kernel acceptance: the kernel risk control department shall assign a special person to conduct the preliminary review of the kernel application materials. If the acceptance conditions are met, arrange the kernel meeting and kernel committee members;
4. Hold a core meeting: on the basis of careful study and judgment of project documents and materials, and in combination with the project quality control report, all core members focus on whether the review project and information disclosure content meet the relevant requirements of laws and regulations, normative documents and self-discipline rules, and independently express audit opinions;
5. Implement the core review opinions: the core risk control department summarizes the opinions of the core members and tracks the implementation, reply and supplement of the project team;
6. Voting: according to the deliberation and discussion of the kernel meeting, the quality control process of the quality control department of the investment bank and the reply and implementation of the project team to the kernel deliberation opinions, the kernel members shall vote independently.
(II) core comments
Guotai Junan Securities Co.Ltd(601211) kernel Committee held a kernel meeting on April 29, 2021 to review the project of Zhongfu Shenying’s IPO and listing on the science and innovation board. The voting result was: 9 votes passed, 0 votes against, and the voting result was passed Guotai Junan Securities Co.Ltd(601211) core committee considered that the IPO of Zhongfu Shenying and its listing on the science and Innovation Board comply with the relevant laws, regulations and normative documents in the company law, the securities law, the registration measures, the measures for the administration of recommendation business and other laws, regulations and normative documents
