Prospectus for the Listing of Shares Issued by Nanjing Tengya Precision Technology Co., Ltd. to Specific Targets via Simplified Procedures
Sponsor's Statement and Representative's Statement
CITIC Securities Co., Ltd. and the project sponsors Ding Qiuyang and Liu Qilin, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," and relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, have honestly and diligently fulfilled their responsibilities. They have strictly adhered to legally established business rules and industry self-regulatory norms in issuing this prospectus and guarantee that the information provided is true, accurate, and complete.
Table of Contents
Definitions ... 3
I. Basic Information of the Issuer ... 5
II. Information on the Issuer's Current Issuance ... 14
III. Information on the Sponsor Representatives, Coordinators, and Other Project Team Members, and Contact Information ... 16
IV. Statement on Whether the Sponsor Has Any Circumstances That May Affect Fair Performance of Its Sponsorship Duties ... 18
V. Matters the Sponsor is Required to Commit to According to Relevant Regulations ... 19
VI. Sponsor's Statement on Whether the Issuer Has Fulfilled the Decision-Making Procedures Stipulated by the "Company Law," "Securities Law," and Relevant Regulations of the CSRC and SZSE for This Securities Issuance and Listing ... 20
VII. Sponsor's Professional Judgment on Whether the Issuer Meets the Sector Positioning and National Industrial Policy, and the Corresponding Reasons and Basis, as Well as the Sponsor's Review Content and Process ... 21
VIII. Work Arrangements During the Continuous Supervision Period ... 22
IX. Sponsor's Recommendation Conclusion for This Project ... 23
Definitions
In this Listing Prospectus, unless otherwise specified, the following terms have the following specific meanings:
I. Basic Terms
| Term | Definition |
|---|---|
| Sponsor, CITIC Securities | CITIC Securities Co., Ltd. |
| Issuer, Tengya Precision, Company | Nanjing Tengya Precision Technology Co., Ltd. |
| This Listing Prospectus | "CITIC Securities Co., Ltd. Prospectus for the Listing of Shares Issued by Nanjing Tengya Precision Technology Co., Ltd. to Specific Targets via Simplified Procedures" |
| This Issuance, This Issuance to Specific Targets, This Issuance to Specific Targets via Simplified Procedures | The act of Nanjing Tengya Precision Technology Co., Ltd. issuing A-share stocks to specific targets via simplified procedures. |
| A-share | RMB common stock listed in mainland China. |
| Raised Funds | Funds raised from this issuance. |
| Investment Projects Funded by Raised Funds | Projects to be funded by the raised funds from this issuance. |
| Tengya Tools | Jiangsu Tengya Tools Co., Ltd., a subsidiary controlled by the issuer. |
| Tengya Robots | Nanjing Tengya Robots Technology Co., Ltd. |
| Stanley Black&Decker | Stanley Black&Decker, Inc., the world's largest tool manufacturer. |
| GNGROUP | GNGROUP CO.,LTD |
| TIMCO | T.I.MIDWOOD&CO.LIMITED, a supplier of hardware and fasteners for construction and industrial applications. |
| Rawlplug | Rawlplug S.A., a manufacturer of construction fasteners, fixings, and power tools. |
| HIKOKI (Norway) | HIKOKI POWER TOOLS NORWAY AS, a wholly-owned subsidiary of Koki Holdings Co., Ltd. |
| Konan Shoji | Konan Shoji Co., Ltd., listed on the Tokyo Stock Exchange, stock code 7516. |
| Komeri | Komeri Co., Ltd., listed on the Tokyo Stock Exchange, stock code 8218. |
| Board of Directors | Board of Directors of Nanjing Tengya Precision Technology Co., Ltd. |
| Shareholders' Meeting, General Meeting of Shareholders | Shareholders' Meeting of Nanjing Tengya Precision Technology Co., Ltd. |
| CSRC, China Securities Regulatory Commission | China Securities Regulatory Commission. |
| SZSE | Shenzhen Stock Exchange. |
| "Company Law" | "Company Law of the People's Republic of China." |
| "Securities Law" | "Securities Law of the People's Republic of China." |
| "Listing Rules" | "Shenzhen Stock Exchange ChiNext Stock Listing Rules." |
| "Articles of Association" | "Articles of Association of Nanjing Tengya Precision Technology Co., Ltd." |