China catalyst new materials Co., Ltd
List of appendices to the prospectus
(I) issuance recommendation letter 1 (II) financial statements and audit reports 21 (III) review reports and financial statements 258 (IV) internal control assurance report 388 (V) detailed statement of non recurring profit and loss verified by Certified Public Accountants 414 (VI) legal opinion 425 (VII) lawyer work report 708 (VIII) articles of association of the issuer (Draft) 847 (IX) documents approved by the CSRC for the registration of the issuer’s public offering 881 Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About the initial public offering of shares by China catalyst new materials Co., Ltd. and its listing on the science and Innovation Board
of
Issuance recommendation
Sponsor
November, 2001
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Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About China catalyst new materials Co., Ltd
Initial public offering and listing on the science and Innovation Board
Issuance recommendation
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as “the sponsor”) accepts the entrustment of China catalyst new materials Co., Ltd. (hereinafter referred to as “the issuer”, “the company” and “China catalyst”) as the sponsor of its initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “the offering”). The recommendation institution and relevant recommendation representatives have complied 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 The measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the guidelines for the due diligence of sponsors and other relevant laws and regulations, as well as the relevant provisions of the CSRC, are honest, trustworthy, diligent and responsible, and 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 completeness of the documents issued.
Unless the context otherwise requires, the abbreviation in this offering recommendation letter has the same meaning as the abbreviation in the prospectus of China catalyst new materials Co., Ltd. for initial public offering of shares and listing on the science and Innovation Board (Registration draft).
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Section 1 basic information of this securities issuance
1、 The sponsor representative specifically responsible for recommendation this time
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd., as the recommendation agency of China catalyst new materials Co., Ltd. for initial public offering and listing on the science and innovation board, appoints Huang Lin and Liu Guochu as the recommendation representatives specifically responsible for recommendation.
Recommendation business practice of recommendation representative Huang Lin: male, recommendation representative, currently the business director of Shenwan Hongyuan Group Co.Ltd(000166) underwriting recommendation Co., Ltd. It is mainly engaged in investment banking business such as enterprise restructuring and guidance, stock issuance and underwriting, company mergers and acquisitions and asset restructuring. As the sponsor representative, he was responsible for the initial public offering and listing of Dalian Bio-Chem Company Limited(603360) (securities code: 603360. SH), and the refinancing projects of Wuhan Ddmc Culture & Sports Co.Ltd(600136) (securities code: 600136. SH). At present, there is no application for projects under review as the signing sponsor representative.
Recommendation business practice of recommendation representative Liu Guobao: male, recommendation representative, currently working as a business director of Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. He has been engaged in investment banking business for 13 years. As the sponsor representative, he has successively been responsible for the initial public offering and listing of Dalian Bio-Chem Company Limited(603360) (securities code: 603360. SH) and the non-public offering and refinancing project of Bengang Steel Plates Co.Ltd(000761) (securities code: 000761. SZ). At present, there is no application for projects under review as the signing sponsor representative.
2、 Co sponsors of this securities issuance project and other project team members
(I) Project Co sponsor
The co sponsor of this securities issuance project is Yan Dawei
Yan Dawei, the co organizer of the project, is currently a senior manager of Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation Co., Ltd. It is mainly engaged in investment banking business such as enterprise restructuring and guidance, stock issuance and underwriting, company mergers and acquisitions and asset restructuring. He has successively participated in the initial public offering and listing of Dalian Bio-Chem Company Limited(603360) and the refinancing projects of Bengang Steel Plates Co.Ltd(000761) and other companies.
(II) other members of the project team
Other members of the securities issuance project team are Peng Junjie (resigned), Cai Ruihao and Zhang Da.
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China catalyst new materials Co., Ltd
English Name: China catalyst Holding Co., Ltd
Registered capital: 132.15 million yuan
Legal representative: Li Jin
Date of establishment of the company: August 8, 2008
Date of establishment of the joint stock company: November 3, 2015
Company domicile: songmudao chemical industry park, puwan new area, Dalian, Liaoning Province
Postal Code: 116308
Contact Jin Zhong
Tel: 0411-62395759
Fax No.: 0411-62395759
Its main business is R & D, production and sales of new catalyst materials and products, as well as chemical technology and chemical process services
This type of securities issuance is an initial public offering of shares and listed on the science and innovation board
4、 Description of shareholding and related relationship between the issuer and the recommendation institution
The following situations do not exist between the issuer and the recommendation institution:
1. The shares of the issuer or its controlling shareholders, actual controllers and important related parties held by the sponsor or its controlling shareholders, actual controllers and important related parties;
2. The shares held by the issuer or its controlling shareholders, actual controllers and important related parties in the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The sponsor representative and his spouse, directors, supervisors and senior managers of the recommendation institution have the rights and interests of the issuer and hold positions in the issuer;
4. The mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the sponsor and the controlling shareholder, actual controller and important related party of the issuer;
5. Other related relationships and main business transactions between the recommendation institution and its related parties and the issuer and its related parties.
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5、 Internal audit procedures and core opinions of the recommendation institution
(I) internal audit procedure
1. On May 6, 2020, the company’s quality evaluation committee held a meeting to consider and approve the project initiation application of medium catalyst IPO project; On May 12, 2020, the project initiation application was approved by the leader in charge of business and the leader in charge of quality control, and the project initiation procedure was completed.
2. From May 25 to May 29, 2020, the quality control department coordinated with the members of the quality evaluation committee and sent auditors to conduct on-site verification on the China catalyst IPO project.
3. On June 1, 2020, the project team will submit the completed application documents to the quality control department for review. The reviewers of the quality control department shall examine the application documents in accordance with the relevant provisions of the CSRC and the stock exchange. With the approval of the head of the quality control department, the project is approved to be submitted to the core organization.
4. On June 12, 2020, the nuclear Department performed the verification procedure for the project.
5. On June 15, 2020, the nuclear Committee held a meeting with 7 nuclear members. The meeting voted to recommend it and issued opinions.
As the epidemic situation in 2020 affected the promotion of relevant declaration work, it was difficult for the issuer to complete the declaration work in the first half of 2020 as scheduled. Meanwhile, considering that the issuer’s performance in 2020 is expected to be greatly improved, the issuer decided to appropriately postpone the reporting time to the first half of 2021.
6. From April 8 to April 15, 2021, the quality control department reviewed the supplementary and updated application documents of the project team.
On April 16, 2021, the project team will submit the completed application documents to the quality control department for review. The reviewers of the quality control department shall examine the application documents in accordance with the relevant provisions of the CSRC and the stock exchange.
After confirmed by the department head of the quality control department, the project is approved to be submitted to the core organization.
7. On May 11, 2021, the risk management department performed the audit procedure for the project.
8. On May 13, 2021, the nuclear Committee held a meeting with 7 nuclear members. The meeting voted to recommend it and issued opinions.
9. The project team supplemented, modified and improved the application documents according to the opinions of the kernel, which were confirmed by the person in charge of the kernel.
10. On August 20, 2021, the application document of the project (review inquiry letter reply report) was approved by quality control 3-1-2-5
After review, the system department and the core organization agree that the project team shall report to Shanghai Stock Exchange after modifying and improving the application documents.
11. On September 10, 2021, the application document of the project (updating the financial data of the first half of 2021) was reviewed by the quality control department and the core organization; It is agreed that the project team shall report to Shanghai Stock Exchange after modifying and improving the application documents.
12. On September 22, 2021, after the application documents of the project (reply report to the second round of audit inquiry letter) were reviewed by the quality control department and the core organization, the project team agreed to submit the application documents to Shanghai Stock Exchange after modifying and improving the application documents.
13. On October 23, 2021, after the application documents of the project (reply to the implementation letter of the Audit Center) were reviewed by the quality control department and the core organization, the project team agreed to submit the application documents to Shanghai Stock Exchange after modifying and improving the application documents.
14. On November 14, 2021, after the application document (Registration draft) of the project was reviewed by the quality control department and the core organization, the project team agreed to submit it to Shanghai Stock Exchange after modifying and improving the application document.
(II) concluding comments
After approval, the core institution agrees that the project team will implement the core audit opinions, modify and improve the application documents, and then submit the issuance application documents to Shanghai Stock Exchange.
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Section 2 commitments of the recommendation institution
1、 In accordance with laws, administrative regulations and the provisions of the CSRC, the recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers, agreed to recommend the issuer for this securities issuance and listing, and issued this issuance recommendation letter accordingly.
2、 The recommendation institution makes commitments on the following matters:
(I) there are sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of CSRC and Shanghai Stock Exchange on securities issuance and listing;
(II) 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;
(III) 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;
(IV) 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;
(V) ensure that the designated recommendation representative and the relevant personnel of the recommendation institution have performed due diligence and Prudential verification on the issuer’s application documents and information disclosure materials;
(VI) guarantee that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
(VII) 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;
(VIII) voluntarily accept the regulatory measures taken by the CSRC and Shanghai stock exchange according to law;
(IX) if the documents produced and issued by the issuer for the initial public offering have false records, misleading statements or major omissions, which cause losses to the investors, the losses of the investors will be compensated according to law.
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Section III recommendation on this securities issuance
1、 Recommendation conclusion
After comprehensive due diligence and careful verification, the sponsor believes that the issuer’s application reason is sufficient, the issuance scheme is reasonable, the investment direction of the raised funds is feasible, the company has good development prospects, and complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China The issuance and listing conditions stipulated in the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) and other normative documents. Therefore, the sponsor agrees to recommend China catalyst new materials Co., Ltd. for initial public offering and listing on the science and innovation board.
2、 The issuer shall comply with the company law, the securities law and the decision-making procedures stipulated by the CSRC in respect of this securities issuance
After verification, the issuer has fulfilled the decision-making procedures specified in the company law, the securities law and the CSRC for this securities issuance, as follows:
(I) on March 30, 2021, the issuer held the 14th meeting of the second board of directors, which deliberated and adopted relevant proposals on the issuance.
(II) April 1, 2021
