Donghai Securities Co., Ltd
about
Jiangsu Yuxing Film Technology Co.Ltd(300305) issuing convertible corporate bonds to unspecified objects
Issuance recommendation
Sponsor (lead underwriter)
(18 / F, investment Plaza, No. 23, Yanling West Road, Changzhou City, Jiangsu Province)
April, 2002
Statement
Donghai Securities Co., Ltd. (hereinafter referred to as “the sponsor”, “the sponsor” or “Donghai securities”) accepts the entrustment of Jiangsu Yuxing Film Technology Co.Ltd(300305) (hereinafter referred to as “the company”, “the Jiangsu Yuxing Film Technology Co.Ltd(300305) ” or “the issuer”) to act as the sponsor and lead underwriter of Jiangsu Yuxing Film Technology Co.Ltd(300305) this issuance of convertible corporate bonds (hereinafter referred to as “this issuance”, “this issuance of convertible bonds” or “this issuance of convertible bonds”) to unspecified objects, Issue an issuance recommendation letter for the issuer’s current issuance.
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 securities issuance of companies listed on the gem (trial) (hereinafter referred to as the “administrative measures for registration”) The Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”), the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange, are honest, trustworthy, diligent and responsible, This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
(unless otherwise specified in this issuance recommendation letter, relevant terms have the same meaning as in the prospectus for issuance of convertible corporate bonds to unspecified objects on Jiangsu Yuxing Film Technology Co.Ltd(300305) GEM)
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The sponsor representative designated by the sponsor three
3、 The project coordinator and other members of the project team designated by the sponsor three
4、 Basic information of the issuer four
5、 Description of the relationship between the sponsor and the issuer four
6、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor 7 Section III recommendations for 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 eight
4、 Explanation that this securities issuance meets the issuance conditions specified in the registration administration measures ten
5、 This securities issuance complies with the special provisions on issuance and underwriting in the registration administration measures Vi. explanation that the securities issuance complies with the issuance conditions stipulated in the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version) 20 VII. Verification opinions on the rationality of dilution of immediate return, measures to fill in immediate return and commitments of relevant commitment subjects twenty-three
8、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals twenty-three
9、 Issuer’s main risk tips twenty-four
10、 Evaluation of the development prospect of the issuer twenty-nine
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Donghai Securities Co., Ltd.
2、 The recommendation representative designated by the recommendation institution
Wang xuqi: Director of Donghai securities investment banking department, sponsor representative, non practicing member of China Institute of certified public accountants. He has been engaged in investment banking business since 2016. His main projects include Shifeng Cultural Development Co.Ltd(002862) IPO, Zhejiang Wanma Technology Co.Ltd(300698) IPO and Harbin Institute of Technology Siasun Robot&Automation Co.Ltd(300024) group IPO. He has rich experience in investment banking business. Li Lei: executive general manager and sponsor representative of Donghai securities investment banking department, non practicing member of China Institute of certified public accountants, has successively participated in China Communications Construction Company Limited(601800) A-share listing, H-share listing of unified enterprise, onex acquisition of Ruike medical, Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) , Guangdong Huafeng New Energy Technology Co.Ltd(002806) and other A-share listing projects, as well as Jianghuai power allotment, Humanwell Healthcare (Group) Co.Ltd(600079) non-public offering and other refinancing projects, and has rich experience in investment banking business.
3、 Project Co sponsors and other members of the project team designated by the sponsor
(I) Co sponsor of this securities issuance project
Liu Yuefeng: Director of Investment Banking Department of Donghai securities, associate sponsor representative, master degree, legal professional qualification and rich experience in investment banking.
(II) other members of the securities issuance project team
Other project team members participating in the recommendation of Jiangsu Yuxing Film Technology Co.Ltd(300305) issuing convertible corporate bonds to unspecified objects include Ma Haoyun, Shi Xiaoyang and Zhu Jingwen.
4、 Basic information of the issuer
Chinese Name: Jiangsu Yuxing Film Technology Co.Ltd(300305)
English Name: Jiangsu Yuxing Film Technology Co., Ltd
Registered capital: 288753000 yuan
Stock abbreviation: Jiangsu Yuxing Film Technology Co.Ltd(300305)
Stock Code: Jiangsu Yuxing Film Technology Co.Ltd(300305)
Place of listing: Shenzhen Stock Exchange
Registered address: No. 8-8, tongzihe West Road, Zhonglou Economic Development Zone, Changzhou City
Legal representative: Wang Jianxin
Secretary of the board of directors: Liu Quan
Tel.: 051983905129
Fax: 051983971008
Postal Code: 213023
Company email: [email protected].
Plastic polyester film manufacturing and sales; Sales of mechanical parts; Testing of polymer materials; Self support and agency of import and export business of various commodities and technologies (commodities and business scope restricted or prohibited by the state: except Technology).
(for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general projects: plastic products manufacturing; Sales of plastic products (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Type of securities issuance: issuing convertible corporate bonds to unspecified objects
5、 Description of the relationship between the recommendation institution and the issuer
Donghai securities, as the sponsor of this offering, as of the signing date of this offering:
(I) the recommendation institution and its actual controller and important related parties do not hold shares of the issuer;
(II) 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;
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers designated by the recommendation institution do not have the rights and interests of the issuer or hold positions in the issuer;
(IV) 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 do not provide guarantee or financing to each other;
(V) there is no other related relationship between the recommendation institution and the issuer that may affect the fair performance of the recommendation duties.
6、 Internal audit procedures and core opinions of the recommendation institution
(I) internal audit procedure
At present, after recommending this item to the CSRC and Shenzhen Stock Exchange, the sponsor has carried out quality management and risk control on the project through internal verification procedures such as project initiation audit, on-site verification, working paper acceptance, accountability and core audit, and fulfilled the duty of prudent verification.
1. Project initiation meeting review
The sponsor shall implement the project approval procedures for this project in accordance with the administrative measures for the project approval of investment banking business of Donghai Securities Co., Ltd.
On August 18, 2021, Donghai securities project establishment committee held a project establishment meeting to review the project and agree to the project establishment.
2. On site verification, acceptance and verification of working papers
From September 6 to September 9, 2021, the quality control department sent personnel to the project site for verification and issued the on-site verification report. The project team shall check according to the questions raised in the on-site inspection report, make a written reply, and modify, supplement and improve the application documents.
After the project team submits the draft acceptance application, the quality control department reviews the working draft in the due diligence stage of the project and puts forward opinions. The project team shall implement and improve the opinions put forward by the quality control department.
The quality control department shall issue a quality control report in combination with the on-site verification, the reply of the project team and the acceptance of the working paper.
On September 16, 2021, the quality control department organized a review meeting. The participants included the personnel of the quality control department and the project signing and recommendation representative, and the personnel of the compliance management department attended the meeting as nonvoting delegates. The examiner inquired about the important matters listed in the checklist on due diligence of important matters of sponsor projects, and the sponsor representative explained the verification of relevant matters.
3. Nuclear conference consideration
After the application documents for this securities issuance are complete, the project team shall put forward the core application and submit the core application documents. After reviewing the completeness of the application materials, the kernel management team shall organize and hold a kernel meeting.
Donghai securities core Committee held a core meeting on September 27, 2021 to review the project of issuing convertible corporate bonds to unspecified objects on Jiangsu Yuxing Film Technology Co.Ltd(300305) gem.
On September 28, 2021, the core members of the meeting voted independently, and the voting result was passed. (II) core comments
Jiangsu Yuxing Film Technology Co.Ltd(300305) gem’s project of issuing convertible corporate bonds to unspecified objects was approved by more than two-thirds of the core committee members.
Section 2 commitments of the recommendation institution
Donghai 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 Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued the recommendation letter of this bank accordingly.
Following the industry recognized spirit of diligence and business standards, Donghai securities has fulfilled full due diligence procedures and carefully verified the application documents, and 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 recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
(VI) guarantee that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
(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 the measures for the administration of securities issuance and listing recommendation business;
(IX) other matters stipulated by the CSRC.
Section III recommendation on this securities issuance
1、 Recommendation conclusion
Entrusted by Jiangsu Yuxing Film Technology Co.Ltd(300305) Commission, Donghai Securities Co., Ltd. acted as the sponsor of the issuance of convertible bonds. Following the principles of honesty, trustworthiness and diligence, Donghai securities has conducted a comprehensive due diligence investigation on the issuer and carefully verified the application documents in accordance with the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange. The sponsor believes that the issuer meets the relevant requirements of the company law, the securities law, the measures for registration administration and other laws and regulations on issuing convertible bonds to unspecified objects; The application documents for this issuance are true, accurate and complete, and there are no false records, misleading statements or major omissions. The sponsor agrees to recommend Jiangsu Yuxing Film Technology Co.Ltd(300305) this issuance of convertible bonds.
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:
(I) on August 3, 2021, the issuer held the second meeting of the Fifth Board of directors, deliberated and passed the relevant proposal on the company’s issuance of convertible corporate bonds to unspecified objects.
(II) on August 20, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s distribution to unspecified objects
