Zhejiang Zhenlei 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 legal opinion 283 lawyer work report 2154 financial statements and review reports 3925 articles of association of the issuer (Draft) 5386 internal control assurance report 5827 detailed statement of non recurring profit and loss verified by Certified Public Accountants 5978 reply on approval of registration of initial public offering of Zhejiang Zhenlei Technology Co., Ltd six hundred and ten
Citic Securities Company Limited(600030)
about
Zhejiang Zhenlei Technology Co., Ltd. initial public offering and listing on the science and Innovation Board
Issuance recommendation
Sponsor
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
November, 2001
catalogue
catalogue Section 1 basic information of this securities issuance three
1、 Name of sponsor three
2、 Information of project sponsor representative, CO sponsor and other members of the project team three
3、 Basic information of the issuer four
4、 The relationship between the sponsor and the issuer four
5、 Sponsor’s core procedures and opinions Section 2 sponsor’s commitments Section III sponsor’s recommendation conclusion on this securities issuance and listing eight
1、 Sponsor conclusion eight
2、 This offering has fulfilled the necessary decision-making procedures eight
3、 The issuer meets the issuance conditions specified in the securities law 9 IV. The issuer’s offering complies with the measures for the administration of registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation)
Prescribed conditions of issue ten
5、 Verification of the issuer’s shareholders’ performance of private investment fund filing procedures thirteen
6、 Employment of a third party by the recommendation institution thirteen
7、 Verification opinions of the recommendation institution on the employment of a third party by the issuer VIII. On the reasonableness of the dilution of the issuer’s immediate return, filling measures and commitments of relevant subjects
Verification opinion fourteen
9、 The main risks faced by the issuer fifteen
10、 Development prospect evaluation of the issuer 20 Xi. Verification of the issuer’s main financial information and operating conditions after the audit deadline of the issuer’s financial report
…… 24 special power of attorney of the sponsor representative twenty-six
Statement
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “the sponsor” or “the sponsor”) is entrusted by Zhejiang Zhenlei Technology Co., Ltd. (hereinafter referred to as “Zhenlei technology”, “the issuer” or “the company”) to act as the sponsor of Zhenlei technology’s initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “this securities offering” or “this offering”), Issue a recommendation letter for this offering.
The recommendation institution and its recommendation representative shall, 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”), the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures for initial public offering of the science and Innovation Board”) The measures for the administration of securities issuance and listing recommendation business, the guidelines for the acceptance of application documents for the issuance and listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange, are honest, trustworthy, diligent and responsible, The issuance recommendation letter shall be 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 shall be guaranteed. The sponsor promises to compensate the investors for the losses caused to the investors due to false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s initial public offering of shares.
(unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Zhejiang Zhenlei Technology Co., Ltd. for initial public offering of shares and listing on the science and Innovation Board (application draft))
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 Project sponsor representative, CO sponsor and other members of the project team
Citic Securities Company Limited(600030) appoint Ma Zheng and Ju Hongcheng as the sponsor representatives of the initial public offering of shares and listing on the science and Innovation Board of Zhejiang Zhenlei Technology Co., Ltd; Jinze is designated as the Project Co sponsor, and Zhao Liang, Chu Chengjie and Wang Qin are designated as members of the project team. (I) main practice of the project sponsor representative’s sponsor business
Ma Zheng, male, is currently the director of Citic Securities Company Limited(600030) investment bank management committee and the sponsor representative. He has been responsible for or participated in the A-share IPO of many companies such as Caixun technology, Starpower Semiconductor Ltd(603290) , Org Technology Co.Ltd(002701) , Chengdu Shenleng, Genew Technologies Co.Ltd(688418) , Shanghai Titan Scientific Co.Ltd(688133) , Chutian Dragon Co.Ltd(003040) , and has been responsible for major asset restructuring projects of listed companies such as Beijing Ultrapower Software Co.Ltd(300002) , Omh Science Group Co.Ltd(300486) , Hylink Digital Solution Co.Ltd(603825) , and Jinyu Auto City, LED and completed the investment and capital operation of Guangzhou youmi, Molin shares, mutual love interaction and other information media enterprises. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record.
Ju Hongcheng, male, CFA, sponsor representative, now senior vice president of Citic Securities Company Limited(600030) investment banking management committee, has been responsible for or participated in Montage Technology Co.Ltd(688008) IPO project, Pran semiconductor IPO project, Broadex Technologies Co.Ltd(300548) IPO project, Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) IPO project, Beken Corporation(603068) IPO project, Shanghai Titan Scientific Co.Ltd(688133) IPO project, CDR project of a large Internet company, capital operation project of Suning and Ctrip group, etc. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record. (II) main practice of sponsor business of the Project Co sponsor
Jinze, male, is currently the senior manager of the information media industry group of Citic Securities Company Limited(600030) investment bank management committee, and has participated in IPO projects such as Starpower Semiconductor Ltd(603290) , Raytron Technology Co.Ltd(688002) , Autel Intelligent Technology Corp.Ltd(688208) , Zhenyou technology, Shanghai Titan Scientific Co.Ltd(688133) , Jiayuan technology, and asset securitization projects such as Zhonghe rural credit and Shenzhen Wongtee International Enterprise Co.Ltd(000056) .
(III) other members of the project team
Citic Securities Company Limited(600030) designate Zhao Liang, Chu Chengjie and Wang Qin as other members of the project team of this offering.
3、 Basic information of the issuer
Company name: Zhejiang Zhenlei Technology Co., Ltd
English Name: Great Microwave Technology Co., Ltd
The registered capital is 81.9 million yuan
Legal representative: Zhang Bing
Date of establishment: September 11, 2015
Overall change to joint stock company date: September 29, 2020
Registered address: Room 502, building 5, No. 3, Xiyuan Third Road, Sandun Town, Xihu District, Hangzhou, Zhejiang
Postal code 310012
Tel: 0571-81023677
Fax: 0571-81023675
Internet address http://www.greatmicrowave.com.
E-mail [email protected].
Responsible for information disclosure and investor relations department Securities Investment Department
Department head Li Na
Tel: 0571-81023677
This type of securities issuance is an initial public offering of shares and listed on the science and innovation board
4、 Association relationship between the sponsor and the issuer (I) shares held by the sponsor or its controlling shareholders, actual controllers 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 or its controlling shareholders and important related parties in the sponsor or its controlling shareholders, actual controllers and important related parties
Except that there may be a small amount of normal securities investment in the secondary market, as of the signing date of the sponsor of the issuance, the issuer or its controlling shareholders 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 own the interests of the issuer or its controlling shareholders and important related parties, and hold positions in the issuer or its controlling shareholders and important related parties
As of the signing date of the offering sponsor, the sponsor representative and his spouse, directors, supervisors and senior managers of the sponsor do not hold the interests of the issuer or its controlling shareholders and important related parties, or hold positions in the issuer or its controlling shareholders and important related parties. (IV) mutual guarantee or financing provided by the sponsor’s controlling shareholders, actual controllers, important related parties and the issuer’s controlling shareholders and important related parties
As of the signing date of the issuance sponsor, the controlling shareholder, actual controller and important related parties of the sponsor have not provided mutual guarantee or financing with the controlling shareholder and important related parties of the issuer. (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 recommendation institutions (I) core procedures
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:
Firstly, the kernel 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 auditors 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 provide 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 shall vote to decide whether the project issuance application passes the review of the kernel Committee. After the kernel meeting, the kernel department will issue the feedback opinions formed by integrating the opinions of the members of the kernel meeting to the project team, which will be replied and implemented by the project team.
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 6, 2021, the core members and project team of the sponsor held the IPO project core meeting of Zhejiang Zhenlei Technology Co., Ltd. through on-site meeting, discussed the project application, and voted by all the core members attending the meeting, The core Committee of the sponsor agrees to submit the application documents of Zhejiang Zhenlei Technology Co., Ltd. to China Securities Regulatory Commission and Shanghai stock exchange for review.
Section II commitments of the sponsor
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 Shanghai Stock Exchange, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly.
2、 The recommendation institution 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 recommendation institution 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 recommendation institution 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 recommendation institution 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 recommendation institution guarantees that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and responsible, and have conducted due diligence on the issuer’s application documents and information disclosure materials
