Zhejiang Hechuan Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
List of appendices to the prospectus
1. Issuance of recommendation letter 12 financial statements and audit reports 303 internal control assurance report 1664 detailed statement of non recurring profit and loss verified by Certified Public Accountants 1805 legal opinion 1956 lawyer work report 3767 articles of Association (Draft) 6178 reply on Approving the registration of initial public offering of Zhejiang Hechuan Technology Co., Ltd six hundred and fifty-eight
China International Capital Corporation Limited(601995)
about
Zhejiang Hechuan Technology Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Issuance recommendation
sponsor
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
Letter of recommendation for issuance of Zhejiang Hechuan Technology Co., Ltd
About Zhejiang Hechuan Technology Co., Ltd
Letter of recommendation for initial public offering and listing on the science and Innovation Board
China Securities Regulatory Commission and Shanghai Stock Exchange:
Zhejiang Hechuan Technology Co., Ltd. (hereinafter referred to as "Hechuan technology", "issuer" or "company") intends to apply for initial public offering and listing on the science and Innovation Board (hereinafter referred to as "this securities offering" or "this offering"), And has hired China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") as the sponsor of the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "sponsor" or "this institution").
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 shares on the science and innovation board (for Trial Implementation) (hereinafter referred to as the "administrative measures for registration") The Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as "the Listing Rules of science and Innovation Board"), the measures for the administration of securities issuance and listing recommendation business and other laws and regulations, as well as the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), China International Capital Corporation Limited(601995) and its recommendation representatives 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 this issuance recommendation letter are guaranteed. (unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Zhejiang Hechuan Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (Registration draft).
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Letter of recommendation for issuance of Zhejiang Hechuan Technology Co., Ltd
catalogue
1、 Basic information of this securities issuance three
(I) name of recommendation institution three
(II) the sponsor representative specifically responsible for this recommendation three
(III) Project Co sponsors and other project team members three
(IV) basic information of the issuer three
(V) the relationship between the institution and the issuer three
(VI) internal audit procedures and opinions of the organization 4 II. Commitments of the sponsor 6 III. recommendation opinions of this institution on this securities issuance seven
(I) the recommendation conclusion of this institution on this securities issuance seven
(II) the decision-making procedures performed by the issuer for this securities issuance seven
(III) this securities issuance meets the issuance conditions stipulated in the securities law eight
(IV) the securities issuance meets the issuance conditions stipulated in the registration management measures 9 (V) verification opinions on commitments and binding measures made by the issuer, its controlling shareholders and other responsible subjects
...... 11 (VI) matters related to the issuer's implementation of the diluted immediate return on initial public offering, refinancing and major asset restructuring
Verification opinions on matters related to the guidance of twelve
(VII) verification opinions on the registration and filing of shareholders of the issuer's private investment fund 13 (VIII) verification and settlement of the issuer's main financial information and operating conditions after the audit deadline of the financial report
On sixteen
(IX) verification opinions on the engagement of a third party in this offering sixteen
(x) main risks of the issuer seventeen
（11） Brief evaluation of the development prospect of the issuer 23 attachment: 27 3-1-2-2
Letter of recommendation for issuance of Zhejiang Hechuan Technology Co., Ltd
1、 Basic information of this securities issuance (I) name of sponsor
China International Capital Corporation Limited(601995) 。 (II) the sponsor representative specifically responsible for this recommendation
Hao Xiaopeng: he obtained the qualification of recommendation representative in 2020, strictly abided by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions in the practice of recommendation business, and had a good practice record.
Liu Fan: he obtained the qualification of recommendation representative in 2020, strictly abided by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions in the practice of recommendation business, and had a good practice record. (III) Project Co sponsors and other project team members
Project Co organizer: Ma Zhiyuan, who obtained the qualification of securities practice in 2015 and the qualification of sponsor representative in 2020.
Other members of the project team: Wei Dejun, Zhao Yan, Shao Hongyang and Wang Wei. (IV) basic information of the issuer
Company name: Zhejiang Hechuan Technology Co., Ltd
Registered address: No. 9, Fucai Road, Longyou Industrial Park, Zhejiang
Registration time: November 22, 2011
Date of establishment of joint stock limited company: November 22, 2011
Contact information: 05707117 888 (turn to 8039)
Software and hardware technology development; Programmable controller, touch screen, frequency converter, servo motor and encoder, servo driver, Siasun Robot&Automation Co.Ltd(300024) controller and body, CNC multi axis controller, electric steam business scope: research and development, production, sales, system integration and technical consultation of vehicle motor controller and motor, Cecep Solar Energy Co.Ltd(000591) photovoltaic inverter and industrial information software; Import and export business of electric power, electrical, electronic equipment, electronic components, chips, automatic control equipment and Technology (except for those restricted by laws and regulations, those that should obtain a license shall operate with a license).
Type of securities issuance: initial public offering and listing on the science and Innovation Board
(V) relationship between the institution and the issuer
1. After the equity penetration layer by layer, the institution indirectly holds the shares of the issuer through the shareholder Dachen No. 2, and the institution indirectly holds less than 1 share of the issuer. The institution itself and its subsidiaries do not directly hold shares of the issuer or its controlling shareholders, actual controllers or important related parties; The institution will follow the relevant provisions of Shanghai Stock Exchange 3-1-2-3
Letter of recommendation for issuance of Zhejiang Hechuan Technology Co., Ltd
To participate in the strategic placement of this offering, we will further clarify the specific scheme of participating in the strategic placement of this offering as required, and submit relevant documents to the Shanghai Stock Exchange as required.
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the institution and its subsidiaries.
3. The sponsor representative and his / her spouse, directors, supervisors and senior managers of the 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. The controlling shareholder of China International Capital Corporation Limited(601995) is Central Huijin Investment Co., Ltd. (hereinafter referred to as "Central Huijin" or "superior shareholder unit"). As of December 31, 2021, Central Huijin directly holds about 40.11% of the equity of China International Capital Corporation Limited(601995) and its subsidiaries, China Construction Bank Investment Co., Ltd., China Construction Investment Co., Ltd China Investment Consulting Co., Ltd. holds China International Capital Corporation Limited(601995) about 0.06% equity respectively. Central Huijin is a wholly-owned subsidiary of China Investment Corporation Limited. According to the authorization of the State Council, Central Huijin makes equity investment in key state-owned financial enterprises, exercises the rights and obligations of investors in key state-owned financial enterprises on behalf of the state in accordance with the law, so as to maintain and increase the value of state-owned financial assets. Central Huijin does not carry out any other commercial business activities and does not interfere with the daily business activities of key state-owned financial enterprises controlled by it. According to the information and public information provided by the issuer, among the shareholders of the issuer, xinxingfu, Dachen No. 1, Dachen No. 2 and Zhuhai Rongyu penetrate upward layer by layer, and there is a small shareholding of Central Huijin. In addition, China International Capital Corporation Limited(601995) superior shareholder units and the issuer or its controlling shareholders, actual controllers and important related parties do not have cross shareholding, and China International Capital Corporation Limited(601995) superior shareholder units and the issuer's controlling shareholders, actual controllers and important related parties do not provide mutual guarantee or financing.
5. There is no other related relationship between the institution and the issuer.
The institution performs its recommendation duties independently and impartially in accordance with relevant laws and regulations and the articles of association. (VI) internal audit procedures and opinions of the institution
1. Internal audit procedure
According to the measures for the administration of securities issuance and listing recommendation business and China International Capital Corporation Limited(601995) quality control and core system, the project implementation and quality control committee shall establish a corresponding quality control team after the project is approved, and the quality control team shall manage and control the project risk in the process; The core department establishes a core working group, which is jointly responsible for the implementation of the core work with the core Committee, carries out export management and terminal risk control of the project in the form of company level audit, and performs the final approval decision-making responsibility of submitting, submitting, issuing or disclosing materials and documents in the name of the company.
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Letter of recommendation for issuance of Zhejiang Hechuan Technology Co., Ltd
The internal audit procedures of the organization are as follows:
(1) Project approval
When the project team applies for project initiation, the project implementation and quality control committee provides project initiation review opinions on the project initiation application from the perspective of project implementation risk, and the core department provides project initiation review opinions from the perspective of project key risks.
(2) Review at the coaching stage
During the counseling period, the project team shall report the progress of counseling to the quality control team and the core working group. The counseling filing application, counseling report, counseling acceptance application and other documents submitted by the project team to the dispatched office of the CSRC shall be submitted to the quality control team and the core working group, which can be submitted to the outside after being reviewed and approved by the quality control team and confirmed by the core working group. Before the implementation of key verification work, the project team shall discuss the specific verification plan with the quality control team and obtain the confirmation of the quality control team; In case of major adjustment of the verification plan due to major events in the subsequent actual verification process, it shall also communicate with the quality control team in time. If there are key issues to be discussed, the project team can hold a special meeting with the quality control group and the core working group for discussion.
(3) Review at the declaration stage
The project team shall submit the application materials to the quality control group and the core working group in accordance with relevant regulations. The quality control group shall comprehensively review the application materials, due diligence and working papers, and carry out on-site verification for the key problems and working papers in the audit. After the audit of the quality control team, the project implementation and quality control committee shall organize a preliminary review meeting to review and review. After the preliminary review meeting, the quality control team shall issue the project quality control report and acceptance opinions on the due diligence work draft, and report on the review at the nuclear committee meeting (hereinafter referred to as the "nuclear meeting"). The kernel department shall organize and hold a kernel meeting to fully discuss the project, vote on whether to agree to the recommended declaration and issue kernel opinions.
(4) Review after declaration
After the project team submits the application materials to the securities regulatory authority, the project team shall submit the replies to the previous inquiry letters / feedback opinions of the securities regulatory authority, the update of the application materials and other documents issued to the securities regulatory authority to the quality control team and the core working team, which shall be approved by the quality control team and the internal audit team
