Citic Securities Company Limited(600030)
about
Letter of recommendation for the initial public offering of shares by Shenyang fuchuang precision equipment Co., Ltd. and its listing on the science and Innovation Board
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
April, 2002
catalogue
catalogue 2 declare that Section 1 basic information of this securities issuance I. name of sponsor 4 II. Information of project sponsor representative, CO sponsor and other members of the project team 4 III. basic information of the issuer 5 IV. relationship between the sponsor and the issuer 6 v. sponsor’s internal audit procedures and core opinions 7 VI. verification of paid employment of a third party and other related acts Section 2 sponsor’s commitments Section III recommendation conclusion of the sponsor on the issuance and listing of Securities 10 I. recommendation conclusion 10 II. This issuance has fulfilled the necessary decision-making procedures III. The issuer meets the issuance conditions stipulated in the securities law 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) 11 v. the issuer meets the positioning requirements of science and Technology Innovation Board Vi. main risks faced by the issuer 15 VII. Evaluation on the development prospect of the issuer VIII. Verification of the issuer’s shareholders’ performance of the filing procedures of private investment funds 23 IX. main business conditions after the audit deadline 24 X. verification of the reasonableness of the dilution of the issuer’s immediate return, filling measures and commitments of relevant subjects twenty-four
Statement
Citic Securities Company Limited(600030) and its sponsor representatives are honest, trustworthy, diligent and conscientious in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for the registration of initial public offerings on the science and Innovation Board (for Trial Implementation), the administrative measures for the recommendation business of securities issuance and listing and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), 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. 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 according to law.
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 Zhang Huan and Zhang Minghui as the sponsor representatives of the project of Fu Chuang precision’s initial public offering and listing on the science and innovation board; Appoint Zhang Jinpei as the Project Co organizer; Sun Jiazheng, song Fuliang, he Yang, Yu pengtu, Jin Hao and Yu Guoshuai are designated as members of the project team.
(I) main practice of the project sponsor representative’s sponsor business
Mr. Zhang Huan, male, is the sponsor representative. Now, the incumbent is the senior vice president of Tsingtao Brewery Company Limited(600600) 30 Wuhan Huazhong Numerical Control Co.Ltd(300161) non public projects China Cssc Holdings Limited(600150) Heavy Industry Co., Ltd. non-public projects, etc. Ms. Zhang Minghui, female, is the sponsor representative. She is the sponsor representative. She is the current director of the , Tsingtao Brewery Company Limited(600600) 30 majorasset restructuring projects of China heavy industry group marine defense and information countermeasure Co., Ltd Major asset restructuring project of China Cssc Holdings Limited(600150) heavy industry group power Co., Ltd., major asset restructuring project of Baotou North venture Co., Ltd., major asset restructuring project of Hunan Jiangnan Hongjian Co., Ltd., Aecc Aero-Engine Control Co.Ltd(000738) non-public project, China Cssc Holdings Limited(600150) Heavy Industry Co., Ltd., Aerosun Corporation(600501) non-public project, China Avionics Systems Co.Ltd(600372) convertible bond project, China Harzone Industry Corp.Ltd(300527) convertible bond project Wuhan East Lake High Technology Group Co.Ltd(600133) convertible bond project, Zhongjin Gold Corp.Ltd(600489) share allotment project, Aecc Aviation Power Co Ltd(600893) issue shares to purchase assets project, China Cssc Holdings Limited(600150) heavy industry group marine defense and information countermeasure Co., Ltd. reorganization and listing project, etc.
(II) main practice of sponsor business of the Project Co sponsor
Zhang Jinpei, male, securities practice number: s10101118110025, currently the vice president of Citic Securities Company Limited(600030) and has participated in the IPO projects of Kede Numerical Control Co.Ltd(688305) and other companies, as well as Guangxi Liugong Machinery Co.Ltd(000528) major asset restructuring, Loncin Motor Co.Ltd(603766) cash capital increase and asset acquisition.
(III) other members of the project team
Other main members of the project team are: Sun Jiazheng, song Fuliang, he Yang, Yu pengtu, Jin Hao and Yu Guoshuai. 3、 Basic information of the issuer
Company name: Shenyang fuchuang precision equipment Co., Ltd
English Name: Shenyang fortune precision equipment Co., Ltd
Registered capital: 156.79 million yuan
Legal representative: Zheng Guangwen
Date of establishment of the company: June 24, 2008
Date of establishment of the joint stock company: October 27, 2020
Address: No. 18a-1, Feiyun Road, Hunnan District, Shenyang, Liaoning
Postal Code: 110168
Tel: 02431692129
Fax No.: 02431692129
Internet address: http://www.fortune-semi.com.
Email: [email protected].
Information disclosure and investor relations management department: Securities Department
Person in charge of information disclosure and Tel.: Xu Dan, 02431692129
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 largest shareholder and important related parties
As of the signing date of the issuance sponsor, the sponsor has indirectly controlled 5.03% of the shares of the issuer, as follows:
The direct shareholder of the issuer and the sponsor’s control path
CSI investment 1.68% the sponsor holds 100% equity of CSI investment
Anhui traffic control Jinshi private equity fund Jinshi Investment Co., Ltd. holds 1.68% of the recommended traffic control Jinshi Management Co., Ltd. as the traffic control fund. Anhui traffic control Jinshi private equity fund holds 70% of the equity of fuchuang stone executive partner management Co., Ltd. Jinshi Investment precision Capital Co., Ltd Fund management Jinshi Investment Co., Ltd. holds 1.68% of the equity of the Three Gorges Jinshi private equity fund management 100% of the executive partner Co., Ltd. of the Three Gorges Jinshi Co., Ltd
The recommendation institution will implement follow-up investment in accordance with the rules of the science and innovation board, and the recommendation institution or qualified affiliated companies or entities will participate in the follow-up investment of this issuance. Subsequently, the specific plan for participating in the strategic placement of this issuance will be further clarified in accordance with the relevant provisions of the Shanghai Stock Exchange, and relevant documents will be submitted to the Shanghai Stock Exchange in accordance with the provisions.
In addition to the foregoing, the sponsor or its controlling shareholder, actual controller and important related parties do not hold the shares of the issuer or its largest shareholder and important related parties.
(II) shares held by the issuer or its largest shareholder and important related parties in the sponsor or its controlling shareholder, actual controller and important related parties
As of the signing date of the sponsor of the issuance, except for a small amount of normal secondary market securities investment, the issuer or its largest shareholder and important related parties do not hold the shares of the sponsor or its controlling shareholder, actual controller 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) guarantee or financing provided by the controlling shareholder, actual controller, important related party of the sponsor and the largest shareholder, actual controller and important related party of the issuer
As of the signing date of the issuance sponsor, the controlling shareholder, actual controller and important related parties of the sponsor and the largest shareholder, actual controller and important related parties 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、 Sponsor’s internal audit procedures and opinions
(I) internal audit procedure
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) internal audit opinions
On October 15, 2021, Citic Securities Company Limited(600030) kernel department held the project kernel meeting of Shenyang fuchuang precision equipment Co., Ltd. for IPO and listing on the science and innovation board, and discussed the application of Shenyang fuchuang precision equipment Co., Ltd. for IPO and listing on the science and innovation board. After voting by all the core members attending the meeting, the core Committee of the sponsor agreed to submit the application documents of Shenyang fuchuang precision equipment Co., Ltd. to Shanghai stock exchange for review. 6、 Verification of paid employment of a third party and other related acts
(I) the recommendation institution directly or indirectly employs a third party with compensation
The recommendation institution does not directly or indirectly employ any third party with compensation in this recommendation business, nor does it employ any third party without disclosure.
(II) the issuer directly or indirectly employs a third party with compensation
After verification, the issuer has engaged other third parties for compensation in addition to the securities service institutions legally required to be employed by the sponsor (underwriter), law firms, accounting firms, asset evaluation institutions and other securities service institutions for the project: the issuer has hired a consulting institution to provide market industry research services, overseas law firms to provide overseas legal services, and translation institutions to provide translation services for the issuer’s foreign language materials.
In addition to the above matters, the recommendation institution and the issuer do not have other undisclosed acts of directly or indirectly hiring a third party for compensation in this project, which is in line with the relevant provisions of the opinions on strengthening the prevention and control of honest business risks such as hiring a third party by securities companies in investment banking business.
Section II commitments of the sponsor
1、 The recommendation institution has conducted due diligence and prudent verification on the issuer, its largest shareholder and actual controller 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 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 the application documents and information disclosure
