Haitong Securities Company Limited(600837)
On the adoption of the initial public offering of shares by science and Technology Co., Ltd. and its listing on the gem
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
December, 2001
Statement
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 measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") The measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration"), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") 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, Be honest and trustworthy, be diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethics formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation three
5、 The type of securities issuance four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties four
8、 The sponsor's internal audit procedures and core opinions on this securities issuance and listing Section II commitments of the sponsor 8 section III recommendation on this securities issuance nine
1、 The decision-making procedures for the performance of this securities issuance nine
2、 Description of the issuer's compliance with the gem positioning nine
3、 This securities issuance meets the issuance conditions stipulated in the securities law eighteen
4、 The securities issuance meets the issuance conditions specified in the registration management measures nineteen
5、 Verification of the issuer's private investment fund filing twenty-three
6、 Main risks of the issuer twenty-three
7、 Market prospect analysis of the issuer thirty-one
8、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals thirty-three
9、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 34 Annex: 35 special power of attorney of the sponsor representative for initial public offering and listing on the gem thirty-seven
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "the sponsor") II. The sponsor's designated sponsor representative and the practice of the sponsor's business
The sponsor appointed Zhong Zhuke and Zhang Gang as the sponsor representatives of adoptive Technology Co., Ltd. for its initial public offering and listing on the gem (hereinafter referred to as "this offering").
Zhong Zhuke: sponsor representative of the project, Haitong Securities Company Limited(600837) senior vice president of investment bank headquarters. Since 2015, he has been engaged in investment banking business and has mainly participated in the non-public offering of Huayi Electric, major asset restructuring of Jinye jewelry, Ningbo Gqy Video & Telecom Joint-Stock Co.Ltd(300076) major asset restructuring, Client Service International Inc(300663) IPO, Client Service International Inc(300663) gem non-public offering, IPO of Hualian ceramics, Dlg Exhibitions & Events Corporation Limited(600826) major asset restructuring and other projects.
Zhang Gang: sponsor representative of the project, Haitong Securities Company Limited(600837) managing director of investment bank headquarters. Since 2000, he has been engaged in investment banking business and has served as the sponsor representative of Shenzhen Hongtao Group Co.Ltd(002325) convertible bonds, Huatian Hotel Group Co.Ltd(000428) non-public offering, Ningbo Bosi energy equipment gem, Hubei Sanfeng Intelligent Equipment Group Co.Ltd(300276) gem, Client Service International Inc(300663) gem IPO and refinancing, Weihai Guangtai Airport Equipment Co.Ltd(002111) 2011 public additional offering, Shanghai Pudong Development Bank Co.Ltd(600000) 2010 non-public offering, Weihai Weihai Huadong Automation Co.Ltd(002248) 2010 public additional offering and other projects; Once served as the sponsor of Lida optoelectronics initial project; He has been responsible for or participated in the initial launch of Zhongyuan special steel, Wuhan Zhongyuan Huadian gem, Henan Suntront Technolocy Co.Ltd(300259) gem, Sanfeng Intelligent Equipment Group Co.Ltd(300276) major asset restructuring, Dlg Exhibitions & Events Corporation Limited(600826) major asset restructuring and other projects. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
The sponsor appoints Zhao Tian as the project coordinator of this offering.
Zhao Tianxing: CO organizer of the project, master of finance, vice president of investment banking department. He began to engage in investment banking business in 2016 and participated in Beijing Client Service International Inc(300663) gem IPO, Sanfeng Intelligent Equipment Group Co.Ltd(300276) major asset restructuring, Client Service International Inc(300663) gem refinancing, Dlg Exhibitions & Events Corporation Limited(600826) major asset restructuring and other projects.
2. Other members of the project team
Other members of the project team of this offering: Wu Miao IV. information on the issuer recommended this time
Name: adoptive Technology Co., Ltd
English Name: Caina Technology Co., Ltd
The registered capital is 70526322 yuan
Legal representative: Army
Date of establishment: July 23, 2004
Address: No. 253, Chenglu Road, Huashi Town, Jiangyin City
Postal Code: 214421
Tel: 0510-86396766
Fax: 0510-86866666-8009
Internet website: www.caina.com ltd
E-mail [email protected].
Department in charge of information disclosure and Investor Relations: Department, person in charge and telephone number of the Secretary Office: Lu Weiwei
Tel.: 0510-86396766
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the gem.
6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
Par value per share: 1.00 yuan
Number of shares issued: the number of shares issued this time shall not exceed 23508800
Proportion in total share capital after issuance: no less than 25%
Listing place: Shenzhen Stock Exchange VII. Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
1. In addition to arranging relevant subsidiaries to participate in the strategic placement of the issuer in accordance with the relevant provisions of the exchange, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold or hold the shares of the issuer or its controlling shareholders, actual controllers and important related parties through participating in the strategic placement of the issuer;
2. The issuer or its controlling shareholder, actual controller or important related party does not hold the shares of the recommendation institution or its controlling shareholder, actual controller or important related party;
3. The recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation 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, actual controller and important related party of the recommendation institution do not provide guarantee or financing to each other with the controlling shareholder, actual controller and important related party of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer. 8、 Internal audit procedures and opinions of the recommendation institution on this securities issuance and listing
(I) internal audit procedure
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core.
1. Project review
The sponsor shall review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the "project initiation Review Committee"), and the members of the review committee shall vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) Any securities issuance business project proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shenzhen Stock Exchange shall be established in accordance with the implementation rules for the evaluation of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for review; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For the approved project, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of project due diligence.
2. Application review
The recommendation institution reviews the recommendation project in the form of the recommendation project application and Review Committee (hereinafter referred to as the "application and review committee"), and the members of the review committee vote on the project according to their independent judgment and decide whether to submit the project to the company for approval. The specific procedures are as follows:
(1) Before applying to start the application review procedure, the project team shall complete the acquisition and collection of working papers at the stage of on-site due diligence and submit them to the quality control department for acceptance. If the manuscript is accepted, the project team may apply to start the review procedure of the application review meeting.
(2) After the issuance application documents are prepared and before applying for approval, the project team shall perform the project application and review procedures. The application for application review shall be submitted to the quality control department after being reviewed and approved by the sponsor representative and the leader in charge. The quality control department shall review and issue audit opinions and submit them to the application review meeting for deliberation.
(3) For the projects approved by the application review meeting, the project team shall timely improve the issuance application documents according to the modification opinions of the review meeting, submit the core application documents to the internal nuclear department and apply for the core as required.
3. Kernel
The core department is the core Department of the investment banking business of the sponsor and is responsible for the daily affairs of the Haitong Securities Company Limited(600837) investment banking business core Committee (hereinafter referred to as the "core committee"). The core department carries out export management and terminal risk control on investment banking projects 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 core Committee performs its duties by holding a core meeting and decides whether to recommend the issuer's shares, convertible bonds and other securities to the CSRC and Shenzhen stock exchange for issuance and listing. The core committee members express their opinions independently according to their respective duties. The specific work flow is as follows:
(1) The investment banking business department shall submit the application documents to the core department completely, and the incomplete materials shall not be accepted. The list of application documents to be submitted shall be determined by the kernel department.
(2) Before the application documents are submitted to the kernel Committee, the kernel department is responsible for pre examination.
(3) The kernel department is responsible for delivering the application documents to the kernel members, notifying the time of the kernel meeting, and the kernel members review the application documents.
(4) The core department shall conduct audit in accordance with the audit system for Haitong Securities Company Limited(600837) investment banking projects.
(5) Hold a kernel meeting to review the project.
(6) The core department shall summarize and sort out the audit opinions of the core members and feed them back to the investment banking business department and project personnel.
(7) The investment banking business department and project personnel shall reply to the core audit opinions, conduct supplementary due diligence according to the core audit opinions (if necessary), and modify the application documents.
(8) The kernel department shall review the reply and implementation of the kernel audit opinions.
(9) The kernel members independently exercise their voting rights and vote. The kernel organization makes the kernel resolution, which is signed and confirmed by the kernel members attending the meeting.
(10) The projects approved by voting shall be subject to the company's internal approval procedures before being submitted to the outside world.
(II) opinions of the audit committee
On November 4, 2020, the core Committee of the sponsor held a core meeting on the adoption of the project of Technology Co., Ltd. applying for IPO and listing on the gem. After voting, the kernel committee considered that the issuer's application documents met the relevant requirements of relevant laws, regulations and normative documents on initial public offering and listing on the gem, and agreed to recommend the issuer's shares for listing.
Section 2 commitments of the recommendation institution
The sponsor undertakes:
1、 The recommendation institution 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 China Securities Regulatory Commission and Shenzhen Stock Exchange, agreed to recommend the issuance and listing of the issuer's securities, and issued this issuance recommendation letter accordingly.
2、 Through due diligence and careful verification of application documents, the sponsor:
1. Have sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of CSRC and Shenzhen Stock Exchange 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 performed 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 the recommendation letter and other documents related to the performance of the recommendation duties;
7. Guarantee to the issuer
