Jiahuan Technology Co., Ltd
Bestlink Technologies Co.,Ltd.
(building 10, No. 19, ningshuang Road, Yuhuatai District, Nanjing)
Appendix to the letter of intent for initial public offering
Sponsor (lead underwriter)
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
Jiahuan Technology Co., Ltd
Appendix to the letter of intent for initial public offering
catalogue
1 issuance recommendation letter 2 financial statements and audit report 3 internal control assurance report 4 non recurring profit and loss statement verified by certified public accountants 5 legal opinion and lawyer work report 6 articles of Association (Draft) 7 documents of China Securities Regulatory Commission on Approving the issuance
About Jiahuan Technology Co., Ltd
Initial public offering of A-Shares and listing
Issuance recommendation
Sponsor
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
About Jiahuan Technology Co., Ltd
Letter of recommendation for initial public offering of A-Shares and listing
China Securities Regulatory Commission:
Jiahuan Technology Co., Ltd. (formerly known as “Nanjing Jiahuan Technology Co., Ltd.”, hereinafter referred to as “Jiahuan technology”, “issuer” or “company”) intends to apply for initial public offering of A-Shares and listing (hereinafter referred to as “this securities offering” or “this issuance”), 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 A-Shares and listing (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 initial public offering and listing (hereinafter referred to as the “administrative measures for initial public offering”) The measures for the administration of securities issuance and listing recommendation business and other laws and regulations as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), China International Capital Corporation Limited(601995) and its recommendation representatives are honest and trustworthy, diligent and responsible, issue this 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 and integrity of this issuance recommendation letter.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus for initial public offering of shares of Jiahuan Technology Co., Ltd. (declaration draft)) I. Basic information of this securities offering (I) name of the sponsor
China International Capital Corporation Limited(601995) (II) the sponsor representative responsible for this recommendation
Fang liangrun: obtained the qualification of recommendation representative in 2014, and once served as the recommendation representative of Beijing Succeeder Technology Inc(688338) IPO project, Suzhou Medicalsystem Technology Co.Ltd(603990) IPO project, Lionco Pharmaceutical Group Co.Ltd(603669) IPO project, Dian Diagnostics Group Co.Ltd(300244) non-public offering project. In the process of recommendation business, he strictly abided by the relevant provisions such as the administrative measures for securities issuance and listing recommendation business, and had a good practice record.
Zhu Li: obtained the qualification of sponsor representative in 2020 and participated in the implementation of Chengdu Xgimi Technology Co.Ltd(688696) IPO project, Anhui Julong Transmission Technology Co.Ltd(300475) IPO project, Xuancheng Valin Precision Technology Co.Ltd(603356) IPO project, Kangxin New Materials Co.Ltd(600076) backdoor listing and major asset restructuring project, Maoye Commercial Co.Ltd(600828) major asset acquisition project, acquisition of Anhui Sierte Fertilizer Industry Ltd.Company(002538) controlling equity project by Guogou Industry Holding Co., Ltd Kangxin New Materials Co.Ltd(600076) non-public issuance of corporate bonds, Iat Automobile Technology Co.Ltd(300825) issuance of shares to specific objects and other projects strictly abide by the relevant provisions of the measures for the administration of securities issuance and listing recommendation business and have a good practice record. (III) Project Co sponsors and other project team members
Project Co organizer: Ruan Xiaonan, who obtained the securities qualification in 2018, has participated or is participating in the implementation of Jiangsu Hengli Hydraulic Co.Ltd(601100) non-public offering of shares, Chengdu Qushui Technology Co., Ltd. initial public offering of shares, Guangzhou Ruoyuchen Technology Co.Ltd(003010) initial public offering of shares, etc.
Other members of the project team: Xu Shiyan, Jing Hongjie, he Yajing, Yao Cheng, he Wei’an and Zeng Ziqi (IV) basic information of the issuer
Company name: Jiahuan Technology Co., Ltd
Registered address: Building 10, No. 19, ningshuang Road, Yuhuatai District, Nanjing
Jiahuan Co., Ltd. was established on November 19, 1998
Overall change of establishment date: June 8, 2020
Contact information (86-25) 84804818-891
Communication network and computer network design, engineering construction and equipment commissioning; Software development and technical services; Electronic products, computer, communication network technology development, technology transfer, technical consultation and technical services; Software and hardware sales; Labor dispatch; Value added telecommunication services; Socio economic consultation (except investment consultation); Radio and television engineering design services; Road freight transportation; Design and construction of security engineering; Sales of optical fiber and optical cable, instruments and meters, electronic products, electrical equipment, mechanical equipment and office equipment; Design and construction of building intelligence engineering, housing construction engineering, decoration engineering, urban and road business scope lighting engineering, municipal engineering, power engineering, electronic engineering, foundation and foundation engineering, lightning protection engineering, steel structure engineering and network engineering; Sales, leasing and maintenance of communication equipment; Computer equipment sales and after-sales service; Lightning protection technical services; Installation of electromechanical equipment; Sales, installation, maintenance and technical services of refrigeration equipment and air conditioning; Providing labor services; Power supply; House leasing and property management; Training services for adults (excluding vocational certificate training uniformly recognized by the state); Human resources services; Parking lot management services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
This type of securities issuance is the initial public offering of A-Shares and listing
(V) there is no significant relationship between the controlling institution and the issuer
1. CICC Capital Operation Co., Ltd. (filed with the Fund Industry Association), a wholly-owned subsidiary of the institution, indirectly holds the shares of the issuer through the reputation cornerstone of the institutional shareholder of the issuer, and the proportion of shares held by the issuer after penetration shall not exceed 0.0001%. In addition, the institution itself and its subsidiaries do not hold shares of the issuer or its controlling shareholders, actual controllers or important related parties.
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 recommendation representative and his / her spouse, directors, supervisors and senior managers of the institution do not have the rights and interests of the issuer or hold positions in the issuer.
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 June 30, 2021, Central Huijin directly holds about 40.11% of the shares 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 0.02% shares 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.
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.
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 conduct a comprehensive review of the application materials, due diligence and working papers, and conduct on-site verification on the key issues and working papers in the review. 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 must submit the replies to the previous inquiry letters / feedback opinions of the securities regulatory authority, the updates of the application materials and other documents issued to the securities regulatory authority to the quality control group and the core working group, which can only be submitted to the outside after being reviewed and approved by the quality control group and the core working group.
(5) Review at the stage of issuance and listing
After the project is approved, the project team shall submit the documents that need to be reviewed by the project implementation and quality control committee / the quality control team of the capital market department during the issuance and listing period to the quality control team / the quality control team of the capital market department and the core working team, and the documents can be submitted to the public only after being reviewed and approved by the quality control team / the quality control team and the core working team of the capital market department.
(6) Audit during continuous supervision
The project team must submit the documents issued in the name of China International Capital Corporation Limited(601995) during the continuous supervision to the post supervision commissioner, quality control team and kernel working group of the investment banking department. The documents can only be submitted after being reviewed by the post Supervision Commissioner of the investment banking department and approved by the quality control team and kernel working group.
2. Kernel opinion
After strictly reviewing the application of Jiahuan technology for this securities issuance according to the internal audit procedures, the core opinions of this institution on this issuance application are as follows:
Jiahuan Technology Co., Ltd. meets the basic conditions for initial public offering and listing of a shares, and the application documents are true, accurate and complete. It is agreed to report to the China Securities Regulatory Commission for review. 2、 Commitments of the sponsor
(I) the institution has conducted due diligence and prudent verification on the issuer and its promoters, controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation accordingly.
(II) as the sponsor of this issuance of Jiahuan technology, this institution:
1. 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;
2. 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;
3. 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;
4. There are 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;
5. 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;
6. Ensure that there are no false records, misleading statements or major omissions in other documents related to the performance of the recommendation duties;
7. 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;
8. Voluntarily accept the Securities Regulatory Commission of China in accordance with the
