Hangzhou Jingye Intelligent Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Contents of appendix to prospectus and letter of intent
1. Issuance of recommendation letter 22 financial statements and audit reports 313 internal control assurance report 1524 detailed statement of non recurring profit and loss verified by Certified Public Accountants 1685 legal opinion and supplementary legal opinion 1856 lawyer work report 3367 articles of association of the issuer (Draft) 4718 reply on Approving the registration of initial public offering of Hangzhou Jingye Intelligent Technology Co., Ltd five hundred and fifteen
Citic Securities Company Limited(600030)
about
Initial public offering of shares of Hangzhou Kechuang Technology Co., Ltd
Issuance recommendation
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
March, 2002
catalogue
catalogue 1 declare that Section 1 basic information of this securities issuance 3 I. name of sponsor 3 II. Information of project sponsor representative, CO sponsor and other members of the project team 3. Basic information of the issuer 4. The relationship between the sponsor and the issuer 4 v. core procedures and opinions of the recommendation institution 5 VI. special verification opinions on the employment of a third-party intermediary by the recommendation institution 6 VII. Special verification opinions of the recommendation institution on the issuer’s employment of a third party Section 2 sponsor’s commitments Section III recommendation conclusion of the sponsor on the issuance and listing of Securities 8 I. recommendation conclusion 8 II. This issuance has fulfilled the necessary decision-making procedures 8 III. The issuer meets the issuance conditions stipulated in the securities law 8 IV. The issuer meets the issuance conditions stipulated in the measures for the administration of registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) 9 v. the issuer complies with the scientific innovation attribute standards stipulated in the guidelines for the evaluation of scientific innovation attributes (Trial) 12 VI. main risks faced by the issuer 13 VII. Evaluation on the development prospect of the issuer VIII. Verification of the issuer’s shareholders’ performance of private investment fund filing procedures 24 IX. relevant financial information between the audit base date of the financial report and the signing date of the prospectus 25 X. verification opinions on the issuer’s implementation of the guiding opinions on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return 26 Xi. Verification opinions on the independence of the issuer 26 XII. Verification opinions on the legality and compliance of the investment projects with raised funds 26 special power of attorney of sponsor representative twenty-eight
statement
Citic Securities Company Limited(600030) and its recommendation representatives shall, in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, be honest, trustworthy, diligent and conscientious, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy, integrity and timeliness of the documents issued. If there are false records, misleading statements or major omissions in the documents prepared and issued by the recommendation institution for the issuer’s initial public offering, which cause losses to investors, the recommendation institution will compensate investors for the losses in advance.
All abbreviations and interpretations in this document, unless otherwise specified, are consistent with the prospectus.
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor”, “this sponsor” or ” Citic Securities Company Limited(600030) “). 2、 Project sponsor representative, CO sponsor and other members of the project team
Citic Securities Company Limited(600030) appoint Mao Zongxuan and Yu Yaorong as the sponsor representatives of Jingye intelligence’s IPO and listing on the science and innovation board; Designate Zhang Yi as the Project Co organizer; Zhu Wei, Hu Tao and Wei Yu Fangzhou are designated as members of the project team.
(I) main practice of the project sponsor representative’s sponsor business
Mao Zongxuan, male, is currently the director of Citic Securities Company Limited(600030) investment bank management committee and the sponsor representative. It’s a good to be in in the same same a a person is in in the same same; it’s in the; the same; a person is in in the same; it’s in the; it’s in the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; the; .
Yu Yaorong, female, now senior manager of Citic Securities Company Limited(600030) investment bank management committee, sponsor representative and certified public accountant, with legal professional qualification. He has successively participated in the initial public offering of Guangdong Ruide Intelligent Technology Co., Ltd. on the gem and the issuance of shares to specific objects in Keshun Waterproof Technologies Co.Ltd(300737) ( Keshun Waterproof Technologies Co.Ltd(300737) . SZ) 2020. (II) main practice of sponsor business of the Project Co sponsor
Zhang Yi, female, is currently the vice president of Citic Securities Company Limited(600030) investment bank management committee and certified public accountant. He has successively participated in the initial public offering and listing project of Hangzhou Xzb Tech Co.Ltd(603040) ( Hangzhou Xzb Tech Co.Ltd(603040) . SH) and the initial public offering and listing project of Proya Cosmetics Co.Ltd(603605) (603065. SH) Hangzhou Century Co.Ltd(300078) ( Hangzhou Century Co.Ltd(300078) . SZ) non-public offering of shares in 2015, Hangzhou Century Co.Ltd(300078) ( Hangzhou Century Co.Ltd(300078) . SZ) major asset restructuring in 2015 Zhejiang Xinao Textiles Inc(603889) ( Zhejiang Xinao Textiles Inc(603889) . SH) 2016 non-public offering of shares and other projects.
(III) other personnel of the project team
Other main members of the project team are: Zhu Wei, Hu Tao, Wei Yu and Fang Zhou
3、 Basic information of the issuer
Company name: Hangzhou Jingye Intelligent Technology Co., Ltd
Registered capital: 61.8 million yuan
Legal representative: Lai Jianliang
Date of establishment: May 20, 2015
Business term: May 20, 2015 to long term
Address: room 35001, Yuejiang commercial center, No. 857, Xincheng Road, Binjiang District, Hangzhou, Zhejiang Province
Postal Code: 310052
Tel.: 057186637176
Fax No.: 057185115275
Email: [email protected].
Type of securities issuance: initial public offering of RMB common shares (A shares)
The office of the board of directors of the company is responsible for information disclosure and investor relations management. The person in charge is Zhu Yanqiu, Secretary of the board of directors. Tel.: 057186637176.
4、 Relationship between sponsor and issuer
(I) shares held by the sponsor or its controlling shareholders, actual controllers and important related parties in the issuer or its controlling shareholders and important related parties
As of the signing date of the issuance sponsor, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders and important related parties.
(II) shares held by the issuer, its controlling shareholders and important related parties
As of the signing date of the issuance sponsor, 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 sponsor representative, spouse, directors, supervisors and senior managers of the sponsor have the rights and interests of the issuer and hold positions in the issuer
As of the signing date of the issuance sponsor, the sponsor representative and his spouse, directors, supervisors and senior managers of the sponsor do not hold the rights and interests of the issuer or hold positions at the issuer.
(IV) mutual guarantee or financing provided by the sponsor’s controlling shareholder, actual controller, important related party and the issuer’s controlling shareholder, actual controller and important related party
As of the signing date of the issuance 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) other related relationships between the sponsor and the issuer
As of the signing date of the issuance sponsor, there is no other related relationship between the sponsor and the issuer. 5、 Core procedures and opinions of the recommendation institution
(I) kernel program
Citic Securities Company Limited(600030) set up a core department to be responsible for the core work of the institution’s investment banking projects. The specific internal audit procedures of the recommendation institution are as follows:
First, the core department shall conduct on-site audit on the project according to the stage of the project and the appointment of the project team. After the core department accepts the application documents, two full-time reviewers conduct preliminary review of the project application documents from the perspective of law and finance. At the same time, the core department also employs external lawyers and accountants to review the project application documents from their professional perspectives. The auditors will issue audit feedback to the project team according to the preliminary audit and the opinions of external lawyers and accountants.
Secondly, the kernel department will convene and preside over the kernel meeting according to the project progress to consider the application for project issuance, and the reviewers will form a written report on the main problems found in the process of project audit and report to the participating members at the kernel meeting; At the same time, the sponsor representative and the project team need to explain and explain the problems and their solutions or implementation to the members. On the basis of full discussion on the main issues, the kernel committee will vote to decide whether the application for project issuance and application has passed the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions of the kernel meeting formed by integrating the opinions of the members of the kernel meeting to the project team, and the project team will reply and implement them.
Finally, the core department will also review the relevant documents submitted by the project team during the continuous supervision, and pay attention to the major abnormalities of the issuer during the continuous supervision.
(II) core comments
On May 14, 2021, the project approval meeting of Hangzhou Jingye Intelligent Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board was held in conference room 2, 21st floor, Citic Securities Company Limited(600030) building. The application for the project was discussed. After voting by all the members attending the meeting, the approval committee of the sponsor agreed to submit the application documents of Hangzhou Jingye Intelligent Technology Co., Ltd. to the regulatory authority for review. 6、 Special verification opinions on the employment of a third-party intermediary by the recommendation institution
Due to the heavy workload of due diligence on the verification of the issuer’s customers and suppliers, special financial verification and other financial matters, the sponsor hired other unrelated third-party Zhitong accounting firm (special general partnership) to assist in the verification of key financial issues.
The above hiring behavior is legal and compliant, and complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business (CSRC announcement [2018] No. 22). 7、 Special verification opinions of the recommendation institution on the issuer’s employment of a third party
The recommendation institution has conducted special verification on the issuer’s paid employment of a third party and other related acts. After verification, the issuer has also hired Beijing Shangpu Information Consulting Co., Ltd. to provide the issuer with feasibility study and consulting services for the investment project of raised funds in addition to the securities service institutions that need to be hired according to law for such projects as recommendation institutions (Underwriters), law firms, accounting firms and asset evaluation institutions. In addition, the issuer does not engage any other paid third party. The above hiring behavior is legal and compliant, and complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business (CSRC announcement [2018] No. 22).
Section II commitments of the sponsor
1、 The sponsor has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly.
2、 The sponsor has sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on securities issuance and listing.
3、 The sponsor has 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.
4、 The sponsor has 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.
5、 The sponsor has sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution.
6、 The sponsor guarantees 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.
7、 The sponsor guarantees that there are no false records, misleading statements or major omissions in the issuance of the recommendation letter and other documents related to the performance of the recommendation duties.
8、 The sponsor guarantees 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.
9、 The sponsor voluntarily accepts the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business.
10、 If there are false records, misleading statements or major omissions in the documents prepared and issued by the sponsor for the IPO of the issuer, which cause losses to the investors, the sponsor will compensate the investors for the losses according to law.
Section III recommendation conclusion of the sponsor on the issuance and listing of securities
1、 Recommendation conclusion
In accordance with the provisions of the securities law, the measures for the administration of securities issuance and listing recommendation business, the measures for the administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the measures for the administration of the initial registration of the science and Innovation Board), the Listing Rules of the shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the implementation of the issuance and underwriting of the shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the due diligence of sponsors and other laws and regulations, The project team conducted sufficient due diligence on the issuer, and the core meeting conducted a collective review. The issuer meets the conditions for initial public offering and listing on the science and innovation board as stipulated in the securities law, the measures for the administration of registration on the science and Innovation Board (for Trial Implementation) and other relevant laws and regulations. The issuer has the ability of independent innovation and growth, sound corporate governance structure and business operation
