Guotai Junan Securities Co.Ltd(601211) about Lets Holdings Group Co.Ltd(002398)
Public issuance of convertible corporate bonds
of
Issuance recommendation
Sponsor (lead underwriter) (No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
April, 2002
Guotai Junan Securities Co.Ltd(601211)
About Lets Holdings Group Co.Ltd(002398)
Letter of recommendation for public issuance of convertible corporate bonds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "sponsor" and " Guotai Junan Securities Co.Ltd(601211) ") accepts the entrustment of Lets Holdings Group Co.Ltd(002398) (hereinafter referred to as " Lets Holdings Group Co.Ltd(002398) ," issuer "and" company ") to act as the sponsor of Lets Holdings Group Co.Ltd(002398) this public offering of convertible corporate bonds (hereinafter referred to as" the project "). Chen Yinzhen and Chen Jinke, as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for the issuance of the project to the CSRC.
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 measures for the administration of securities issuance of listed companies (hereinafter referred to as the "measures for the administration of issuance"), the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the "measures for the administration of recommendation") and other relevant laws Laws and regulations and relevant provisions of the China Securities Regulatory Commission, be honest, trustworthy, diligent and responsible, 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 and integrity of the documents issued.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus for Lets Holdings Group Co.Ltd(002398) public offering of convertible corporate bonds. Unless otherwise specified in this issuance recommendation letter, all values retain two decimal places and are rounded. If there are differences in the mantissa between the sum of part of the total and each addend in this issuance recommendation letter, these differences are caused by rounding.
catalogue
catalogue Section 1 basic information of this securities issuance three
1、 Name of sponsor three
2、 Information about the sponsor representative designated by the sponsor three
3、 Information about the Project Co sponsors and other members of the project team designated by the sponsor three
4、 The type of securities issued by the sponsor four
5、 Basic information of the issuer of this recommendation four
6、 Verification of the relationship between the sponsor and the issuer thirteen
7、 Internal audit procedures and core opinions of the recommendation institution fourteen
Section II commitments of the recommendation institution seventeen
1、 The general commitment of the sponsor institution to the sponsor of this issuance seventeen
2、 The sponsor's commitment to this offering one by one seventeen
3、 The recommendation institution and the recommendation representative make a special commitment to eighteen
Section III recommendation on this securities issuance nineteen
1、 Recommendation conclusion of the recommendation institution on this securities issuance nineteen
2、 The decision-making procedures performed by the Issuer on this securities issuance nineteen
3、 This securities issuance meets the issuance conditions stipulated in the securities law twenty
4、 This securities issuance meets the issuance conditions stipulated in the issuance management measures twenty
5、 Verification opinions on the employment of a third party in investment banking business 26 VI. this securities issuance meets the issuance conditions stipulated in the issuance supervision Q & A - regulatory requirements on guiding and regulating the financing behavior of listed companies twenty-seven
7、 Main risks of the issuer twenty-eight
8、 Brief evaluation of the development prospect of the issuer thirty-six
Section 1 basic information of this securities issuance
1、 Name of sponsor
Guotai Junan Securities Co.Ltd(601211) 。 2、 Information on the recommendation representative designated by the recommendation institution
Guotai Junan Securities Co.Ltd(601211) appoints Chen Zhenyin and Chen Jinke as the sponsor representatives of Lets Holdings Group Co.Ltd(002398) this public offering of convertible corporate bonds.
Chen Zhenyin: executive director of Guotai Junan Securities Co.Ltd(601211) investment banking department and sponsor representative. Participated in or was responsible for Xiamen C&D Inc(600153) share allotment, Aerospace Hi-Tech Holding Group Co.Ltd(000901) share allotment, Jianghe creation reorganization, St Yihua reorganization, Changjiang Securities Company Limited(000783) convertible bonds, Zhongmin Energy Co.Ltd(600163) reorganization, Lets Holdings Group Co.Ltd(002398) private placement, Hangzhou Coco Healthcare Products Co.Ltd(301009) IPO, Huahai Qingke IPO and other projects. In the practice of the above projects, Chen Zhenyin strictly abides by the relevant provisions such as the measures for the administration of sponsorship, and has a good practice record. Chen Jinke: Guotai Junan Securities Co.Ltd(601211) business director of investment banking department and sponsor representative. He was responsible for or participated in Shanghai Baolijia Chemical Co.Ltd(301037) IPO, Lepu diagnostic IPO, Zhuhai Yinlong IPO, Tianjin Songjiang non-public offering, Changbai Mountain Tourism Co.Ltd(603099) convertible bond project, Tianjin Printronics Circuit Corporation(002134) major asset restructuring, Zhongmin Energy Co.Ltd(600163) major asset restructuring project, Xiamen Zhongjun corporate bond and ordnance industry group corporate bond, etc. In the practice of the above projects, Chen Jinke strictly abides by the relevant provisions such as the measures for the administration of sponsorship, and has a good practice record.
(the "special power of attorney of the sponsor representative" is attached below) III. information of the Project Co sponsors and other members of the project team designated by the sponsor
Guotai Junan Securities Co.Ltd(601211) designates Tian Xiaoyu as the project coordinator of Lets Holdings Group Co.Ltd(002398) this public offering, and designates Pang Liaoyuan and Wu Xinzhu (resigned) as the project team members of Lets Holdings Group Co.Ltd(002398) this public offering.
Tian Xiaoyu: Guotai Junan Securities Co.Ltd(601211) senior manager of investment banking department. Participated in Hangzhou Coco Healthcare Products Co.Ltd(301009) IPO, Xiamen Zhongjun corporate bonds and other projects. As the co organizer of Lets Holdings Group Co.Ltd(002398) public offering of convertible bonds, I assisted the sponsor representative in performing relevant duties.
4、 Types of securities issued by the sponsor this time
Listed companies publicly issue convertible corporate bonds. 5、 Basic information of the issuer recommended this time
(I) overview of the issuer
Company name: Lets Holdings Group Co.Ltd(002398)
English Name: lets Holding Group Co., Ltd
Registered capital: 72049040600 yuan
Registered address: No. 62, Hubin South Road, Siming District, Xiamen, Fujian
Office address: No. 62, Hubin South Road, Siming District, Xiamen, Fujian
Legal representative: Cai Yongtai
Date of establishment: April 9, 2004
Unified social credit Code: 913502004266020172
Business scope: investment in primary industry, secondary industry and tertiary industry (unless otherwise stipulated by laws and regulations); Natural science research and experimental development; Engineering and technical research and test development; Construction engineering technical consultation (excluding cost consultation); New material technology promotion services; Energy saving technology promotion services; Contract energy management; Technology intermediary services; Other unlisted technology promotion and application services; Other technology promotion services; Internet information services (excluding drug information services and Internet cafes); Internet access and related services (excluding Internet cafes); Other Internet services (excluding projects requiring approval); Software development; Information system integration service; Information technology consulting services; Digital content services; Intellectual property services; Manufacturing of other building materials; Manufacturing of concrete structural members; Manufacturing of other cement and similar products; Manufacturing of waterproof building materials (all manufacturing industries are limited to branches); Detection of fire-fighting facilities; Fire safety assessment; Inspection and detection of special equipment; Other quality inspection technical services; Certification services; Environmental protection monitoring; Ecological monitoring; Water pollution control; Air pollution control; Solid waste treatment (excluding projects subject to approval); Hazardous waste treatment; Indoor environmental governance; Other unspecified pollution control; Wholesale of other chemical products (excluding hazardous chemicals and MCCs); Geological exploration technical services; Landscape and greening engineering design; Survey and design of construction projects; Planning management; Professional design services; Engineering management services; Enterprise headquarters management; Enterprise management consulting.
Listing place: Shenzhen Stock Exchange
Securities code: Lets Holdings Group Co.Ltd(002398)
Securities abbreviation: Lets Holdings Group Co.Ltd(002398)
Mailing address: No. 62, Hubin South Road, Siming District, Xiamen City, Fujian Province
Postal Code: 361004
Tel.: 05922273752
(II) share capital structure of the issuer
As of September 30, 2021, the share capital structure of the company is as follows:
Number of projects (shares) proportion
1、 Outstanding shares with limited sales conditions 15959749122.15%
Executive lock-in shares 13155048518.26%
Restricted shares after IPO 174520062.42%
Equity incentive restricted shares 105950001.47%
2、 Shares outstanding without restrictions 56089291577.85%
3、 Total shares 720490406100.00%
(III) top ten shareholders of the issuer
As of September 30, 2021, the shareholding of the top ten shareholders of the issuer is as follows:
Sequence shareholder name shareholder nature shareholding quantity (share) shareholding proportion No
1 Cai Yongtai natural person 12898403317.90%
2 li Xiaobin domestic natural person 228450253.17%
China China Construction Bank Corporation(601939) Co., Ltd
Division 3 - China Europe value discovery stock based other 215778982.99% securities investment fund
China China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd
Division 4 - Xingquan business model is preferably mixed with other 150774652.09% combined securities investment fund (LOF)
5. Natural persons in Ma Xiuxing 147888872.05%
6 Guangzhou Xuanyuan Investment Management Co., Ltd. other 134210001.86% companies - Xuanyuan Kexin No. 169 private
Sequence shareholder name shareholder nature shareholding quantity (share) shareholding proportion No
Raised securities investment fund
7 Huang Minghui domestic natural person 128836911.79%
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
Division 8 - China Europe potential value flexible allocation of other 105584791.47% hybrid securities investment funds
Guangzhou Xuanyuan Investment Management Co., Ltd
9 company - Xuanyuan Kexin No. 161 private other 10.2 million 1.42% raised securities investment fund
Shanghai Tongyi Investment Management Co., Ltd
Division 10 - Tongyi Chunxiao No. 9 private placement certificate and other 101800001.41% bond investment funds
Total 26051647836.15%
(IV) main business of the issuer
The issuer's main business is construction comprehensive technical services and R & D, production and sales of new building materials. Among them, construction comprehensive technical services mainly focus on the construction project quality inspection business that must have legal inspection qualification. The new building materials business specifically includes admixture new materials and commercial concrete, and mainly focuses on admixture new materials business.
1. Comprehensive technical services
The main company in the comprehensive technical service business segment is Jianyan testing group, which mainly provides technical services such as surveying and mapping, survey, design, testing, evaluation, consultation and training for the whole life cycle of engineering feasibility study, construction and operation and maintenance. The industrial clusters of Jianyan testing group are distributed in Fujian, Beijing, Shanghai, Chongqing, Hainan, Yunnan, Shenzhen, etc. As a comprehensive technical service expert of China's construction projects, it has jurisdiction over Jianyan testing group Chongqing Co., Ltd., leizhi Design Group Co., Ltd., Shanghai Zhongpu Exploration Technology Research Institute Co., Ltd., Jianyan testing group (Hainan) Co., Ltd., Yunnan Yunjian Engineering Technology Testing Co., Ltd. and Jianyan Testing Group Shenzhen Co., Ltd
