STATEMENT
Guotai Haitong Securities Co., Ltd. (hereinafter referred to as "Guotai Haitong", "Sponsor", or "Lead Underwriter") has accepted the entrustment of Toread Holdings Group Co., Ltd. (hereinafter referred to as "Toread", "Company", or "Issuer") to serve as the sponsor and lead underwriter for Toread's private placement of A-shares to specific objects (hereinafter referred to as "the Project"). Yang Zhenhuan and Deng Kepeng are appointed as the responsible sponsor representatives.
The Sponsor and the designated sponsor representatives, 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 "Administrative Measures for the Registration of Securities Issuances by Listed Companies" (hereinafter referred to as the "Registration Measures"), as well as other relevant laws, regulations, and the regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), have acted in good faith, diligently, and conscientiously, strictly adhering to the business rules, industry practices, and ethical standards formulated in accordance with the law to issue this Issuance Sponsorship Letter, and guarantee the truthfulness, accuracy, and completeness of the information provided.
Unless otherwise specified in this Issuance Sponsorship Letter, the terms used herein shall have the same meaning as in the "Prospectus for the Private Placement of Shares by Toread Holdings Group Co., Ltd. to Specific Objects".
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TABLE OF CONTENTS
STATEMENT 1 TABLE OF CONTENTS 2 SECTION ONE BASIC INFORMATION OF THIS SECURITIES ISSUANCE 3 I. Name of the Sponsor for this Securities Issuance 3 II. Information on the Staff of the Sponsor for this Securities Issuance 3 III. Basic Information of the Issuer 4 IV. Type of this Securities Issuance 10 V. Relationship between the Sponsor and the Issuer 10 VI. Sponsor's Internal Review Procedures and Opinions 11 SECTION TWO SPONSOR'S COMMITMENT MATTERS 15 I. General Commitment of the Sponsor for this Issuance Sponsorship 15 II. Specific Commitments of the Sponsor for this Issuance Sponsorship 15 SECTION THREE RECOMMENDATION OPINION ON THIS SECURITIES ISSUANCE 16 I. Legal Decision-Making Procedures for this Issuance 16 II. This Private Placement of Shares to Specific Objects Complies with Regulations 18 III. Major Risks Faced by the Issuer 27 IV. Analysis of the Issuer's Market Prospects 30 V. Verification of Paid Engagement of Third-Party Institutions and Individuals 30 VI. Sponsor's Conclusion on the Recommendation for this Securities Issuance 31
SECTION ONE BASIC INFORMATION OF THIS SECURITIES ISSUANCE
I. Name of the Sponsor for this Securities Issuance
Guotai Haitong Securities Co., Ltd.
II. Information on the Staff of the Sponsor for this Securities Issuance
(I) Names and Professional Qualifications of Sponsor Representatives Responsible for this Securities Issuance
Guotai Haitong has appointed Yang Zhenhuan and Deng Kepeng as sponsor representatives for Toread Holdings Group Co., Ltd.'s private placement of A-shares to specific objects.
The main professional qualifications of the sponsor representatives for this issuance project are as follows:
Mr. Yang Zhenhuan: This project's sponsor representative, holds a Master's degree, and has many years of experience in investment banking. He has been responsible for or participated in due diligence and initial public offering projects for companies such as Taihe Shares (301665), Yuanchao Intelligent, Gelanruo, Deshuo Technology (874669), and Huifeng Satellite, as well as the refinancing project of Zhongbei Communication (603220) and the joint lead underwriting project for the initial public offering of Huadian New Energy (600930). Mr. Yang Zhenhuan has strictly adhered to the "Administrative Measures for Securities Issuance and Listing Sponsorship Business" and other relevant regulations during his sponsorship practice, and his professional record is good.