Declaration
The sponsor and its representatives, 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 Securities Issuance by Listed Companies, and the Administrative Measures for the Sponsorship of Securities Issuance and Listing, as well as other relevant laws, administrative regulations, and provisions of the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange, have acted with honesty, integrity, and due diligence. We have strictly followed established business rules, industry practice standards, and ethical codes to issue this sponsorship letter, and we guarantee the truthfulness, accuracy, and completeness of the documents provided.
Unless otherwise specified, terms used in this sponsorship letter have the same meanings as those in the "Due Diligence Report of Guolian Minsheng Securities Co., Ltd. on the Issuance of A-Shares to Specific Targets by Sihui Fuji Electronics Technology Co., Ltd."
Table of Contents
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Declaration 1
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Table of Contents 2
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Section I: Basic Information of the Securities Issuance 3
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I. Introduction to Sponsor, Sponsor Representatives, and Project Team Members 3
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II. Basic Information of the Issuer 3
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III. Statement on Whether There Is an Affiliation Between the Issuer and the Sponsor 11
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IV. Internal Audit Procedures and Review Opinions of the Sponsor 12
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Section II: Sponsor's Commitments 15
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Section III: Recommendation Opinions on the Securities Issuance 16
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I. Decision-making Procedures of the Issuer Regarding the Issuance 16
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II. Compliance with Relevant Conditions Stipulated by the Company Law and Securities Law 16
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III. Compliance with Relevant Conditions Stipulated by the Administrative Measures for Registration 17
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IV. Compliance with the "Applicable Opinions on Securities and Futures Laws No. 18" 20
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V. Verification of Compliance with Guidelines on Dilution of Immediate Returns 23
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VI. Special Verification on Paid Employment of Third Parties 23
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VII. Major Risks Faced by the Issuer 24
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VIII. Sponsor's Evaluation of the Issuer's Development Prospects 30
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IX. Sponsorship Opinions of Guolian Minsheng Securities on the Issuance 31
- Attachments 33
Section I: Basic Information of the Securities Issuance
I. Introduction to Sponsor, Sponsor Representatives, and Project Team Members
(I) Name of the Sponsor
Guolian Minsheng Securities Co., Ltd. (hereinafter referred to as "Guolian Minsheng Securities", "Sponsor", or "Sponsoring Institution").
(II) Information on Designated Sponsor Representatives
Qin Yazhong: Sponsor representative, certified public accountant. Began investment banking career in 2017. Participated in the IPO projects of Kereis, Zhilifang, Bojie Shares, Fengsheng Shares, Suijing Optoelectronics, the non-public issuance of Yunlu Shares and Hesheng Shares, the lead underwriting of the CGN IPO, and due diligence and preliminary guidance for multiple companies.
Liu Jiangqi: Sponsor representative. Began investment banking career in 2022. Participated in the IPO projects of Willsemi, Tiancheng Technology, Chaoying Electronics, Xinqiang Electronics, Hongban Technology, and due diligence and preliminary guidance for multiple companies.
(III) Project Coordinator and Other Project Team Members
- Project Coordinator and Other Project Team Members
Project Coordinator: Jin Hongbin
Other Project Team Members: Wu Jianfei, Liao Siqi
- Professional Experience of the Project Coordinator
Jin Hongbin: Began investment banking career in 2023. Participated in the IPO projects of Hongban Technology, Fengsheng Shares, and due diligence and preliminary guidance for multiple companies.
II. Basic Information of the Issuer
(I) Basic Information of the Issuer