Detailed Rules for the Administration of Sponsorship Business of Public Offering of Shares to Unspecified Qualified Investors in the National Small and Medium-sized Enterprise Share Transfer System (for Trial Implementation) Chapter I General Provisions

Article 1 In order to regulate the sponsor institution's sponsorship business of offering

shares to unspecified qualified investors in the national share transfer system for small and medium-sized enterprises (hereinafter referred to as the national share transfer system), improve the quality of listed companies and the professional level of sponsor institutions, protect the legitimate rights and interests of investors and promote the healthy development of the market, According to the Measures for the Administration of Sponsorship of Securities Issuance and Listing (hereinafter referred to as the "Sponsorship Measures"), the Measures for the Supervision and Administration of Unlisted Public Companies (hereinafter referred to as the "Measures for Public Companies"), and the National Small and Medium-sized Enterprise Share Transfer System

Rules for Public Offering to Unspecified Qualified Investors and Listing at Selected Levels (Trial)

and other laws, regulations and departmental rules.

article 2 these detailed rules shall apply to sponsors and sponsors' representatives who conduct the public offering of shares in the national share transfer system.

article 3 a recommendation institution shall be a sponsoring securities firm with the qualification of recommendation institution.

if the sponsoring securities firm does not have the qualification of sponsor institution, its subsidiary holding the qualification of sponsor institution

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may serve as sponsor institution. Securities companies that provide sponsor services for issuers and sponsor

continuous supervision services for brokers should be the same institution or have a control relationship.

the sponsor representative shall be a natural person with the qualification of sponsor representative.

Article 4 A sponsor institution and its sponsor representative shall abide by laws and regulations, departmental rules and regulations, normative documents and the business rules of the national share transfer system, be honest and trustworthy, diligent, conscientious, impartial and independent, and carry out the public offering of shares with due diligence.

the recommendation institution, the recommendation representative and other participants in the recommendation work shall not seek any illegitimate interests by engaging in the recommendation business.

Article 5 A sponsor institution and its sponsor representative shall

faithfully perform various duties such as due diligence, internal verification, guidance, preparation and submission of documents, disclosure of information, continuous supervision, etc., and cooperate with China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) and National Small and Medium-sized Enterprise Share Transfer System Co., Ltd. (hereinafter referred to as National Share Transfer Company).

Article 6 The issuer, its controlling shareholders, actual controllers, directors, supervisors and

senior managers, securities service institutions such as

law firms and accounting firms that produce and issue relevant documents for the public offering of the issuer, and their signatories shall

cooperate with

sponsors and their sponsors' representatives to perform their sponsorship duties in accordance with laws and regulations, relevant regulations of the China Securities Regulatory Commission and the National Stock Transfer Company.

the performance of the recommendation duties by the recommendation institution and its recommendation representative cannot relieve or exempt

the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers

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, securities service institutions and their signatories.

Chapter II Sponsorship of Public Stock Offering

Article 7 Before recommending an issuer's public stock offering, a sponsor institution shall sign a sponsorship agreement with the issuer

to clarify the rights and

obligations of both parties during the period of recommendation and continuous supervision, and reasonably determine the amount and payment time of sponsorship fees.

after the signing of the sponsorship agreement, the sponsor institution shall report to the dispatched office of China Securities Regulatory Commission where the issuer is located for the record within 5 trading days.

Article 8 The sponsor institution and the issuer shall stipulate in the sponsorship agreement that the sponsor institution and its sponsor representative have the following rights:

(1) Require the issuer to report information in a timely manner in accordance with the relevant regulations of the China Securities Regulatory Commission and the National Stock Transfer Company and the sponsorship agreement;

(2) pay a return visit to the issuer on a regular or irregular basis, and consult the information of the issuer's special account for raising

funds, as well as other issuer materials required for sponsorship work;

(3) attend the shareholders' meeting, the board of directors and the board of supervisors of the issuer as nonvoting delegates;

(4) Review the information disclosure documents of the issuer and other documents submitted to the China Securities Regulatory Commission and the National Stock Transfer Company in advance;

(5) Check the issues existing in the issuer that may seriously affect the legitimate rights and interests of the company or investors, as well as the concerns of the China Securities Regulatory Commission, the National Stock Transfer Company and other relevant departments, and hire relevant securities service institutions to cooperate when necessary;

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(6) In accordance with the relevant regulations of the China Securities Regulatory Commission and the National Stock Transfer Company, disclose special

on-site verification reports, express opinions and issue risk disclosure announcements;

(7) Other rights stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company.

Article 9 The sponsor and the issuer shall stipulate in the sponsorship agreement that the issuer shall actively cooperate with the sponsor and its sponsor representative to perform

duties in accordance with the following requirements:

(1) According to the requirements of the sponsorship agreement, the sponsor and the sponsor representative, and

provide necessary information to perform the sponsorship duties;

(2) Notify the sponsor institution and the sponsor representative when major matters that should be disclosed or major risks occur

;

(3) according to the opinions of the sponsor institution and the sponsor representative, timely fulfill the obligation of information disclosure or take corresponding rectification measures;

(4) provide other necessary conditions and facilities for the recommendation institution and the recommendation representative to perform their recommendation duties.

If the issuer does not cooperate with the recommendation work, the recommendation institution and its recommendation representative shall

urge it to make corrections; If the circumstances are serious, timely report to the national share transfer company.

Article 1 A recommendation institution shall designate two recommendation representatives to be specifically responsible for the recommendation of this

public offering of shares, issue a special authorization

signed by the legal representative, and ensure the effective division of labor and cooperation among relevant departments and personnel of the recommendation institution. The sponsor

may designate one project co-organizer.

Article 11 When recommending the public offering of the issuer's shares, a recommendation institution shall conduct a comprehensive investigation of the issuer in accordance with

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and the relevant regulations of the China Securities Regulatory Commission and the National Stock Transfer Company, so as to fully understand the issuer's operation and the risks and problems it faces.

Article 12 Before recommending an issuer's shares for public offering and listing at the select

level, a recommendation institution shall provide guidance to the issuer in accordance with the relevant regulations of the China Securities Regulatory Commission.

after the counseling work of the sponsor institution is completed, the agency dispatched by the China Securities Regulatory Commission

where the issuer is located shall conduct counseling and acceptance.

article 13 a recommendation institution shall be convinced that the issuer complies with laws and regulations and the relevant provisions of China securities regulatory commission and the national share transfer company before recommending its shares for public offering.

If the recommendation institution decides to recommend the public offering of the issuer's shares, it may organize the preparation of application documents according to the entrustment of the issuer, and shall perform internal verification procedures and issue recommendation documents in accordance with the relevant regulations of the China Securities Regulatory Commission and the national

share-trading companies.

Article 14 Where a recommendation institution recommends the public offering of an issuer's shares, it shall submit the issuance recommendation letter, the special power of attorney of the recommendation representative and other documents related to the recommendation business as required by the China Securities Regulatory Commission.

The issuance recommendation shall include the following contents:

(1) Explain item by item whether the issuance complies with the issuance conditions and procedures stipulated in the Company Law and the Securities Law

;

(2) explain item by item whether the issuance complies with the Measures for Public Companies and the relevant regulations of China Securities Regulatory Commission and the National Stock Transfer Company, and specify the process and factual basis for drawing each conclusion;

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(3) Main risks of the issuer;

(4) evaluation of the issuer's development prospects;

(5) A brief introduction to the internal audit procedures of the sponsor institution and the opinions of its core;

(6) the relationship between the sponsor and the issuer;

(7) Matters that the sponsor institution should undertake in accordance with the Sponsorship Measures and the relevant provisions of the China Securities Regulatory Commission and the National Stock Transfer Company;

(8) Other matters required by the China Securities Regulatory Commission and the National Stock Transfer Company.

Article 15 Where a sponsor recommends that an issuer's shares be listed on the selective layer, it shall

immediately submit a recommendation letter for listing on the selective layer and other documents required by the National Stock Transfer Company.

The recommendation letter for listing shares at the selected level shall include the following contents:

(1) The general situation of the issuer and the current public offering;

(2) explain item by item whether the shares issued this time meet the listing conditions of the selected layer;

(3) Whether the sponsor institution has any circumstances that may affect the fair performance of its sponsorship duties

;

(4) Matters that the sponsor institution should undertake in accordance with the Sponsorship Measures and the relevant provisions of the China Securities Regulatory Commission and the National Stock Transfer Company;

(5) Work arrangement during continuous supervision;

(6) the contact addresses, telephone numbers and

other communication methods of the sponsor institution and relevant sponsor representatives;

(7) Other matters that the sponsor institution considers should be explained;

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(8) Other contents required by the China Securities Regulatory Commission and the National Stock Transfer Company.

the recommendation letter for the listing of stocks at the selected level shall be signed by the legal representative

(or authorized representative), the person in charge of the sponsorship business, the person in charge of the core, the sponsor representative

and the project co-sponsor of the sponsor institution, indicating the date of signing and affixing the official seal of the sponsor institution.

Article 16 Without the consent of the China Securities Regulatory Commission or the National Stock Transfer Company, the sponsor

structure and sponsor representative shall not alter the application documents, information disclosure materials and other

submitted documents without authorization.

in case of major events, the sponsor institution and sponsor representative shall report to the China Securities Regulatory Commission and the National Stock Transfer Company in a timely manner, and supplement and update the application documents and

information disclosure materials as required.

Article 17 After submitting the recommendation documents, a recommendation institution shall

perform the following duties in cooperation with the audit work:

(1) Organize issuers and securities service institutions to reply to the opinions of the China Securities Regulatory Commission and the National Stock Transfer Company;

(2) Designate a sponsor representative to communicate with the China Securities Regulatory Commission and the National Stock Transfer Company

, and accept inquiries from the Listing Committee of the National Stock Transfer Company;

(3) conducting due diligence or verification on specific matters related to this

public offering in accordance with the requirements of the China Securities Regulatory Commission and the National Stock Transfer Company;

(4) Other duties stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company.

chapter iii continuous supervision

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article 18 the sponsor institution and the sponsor representative shall, in accordance with the provisions of the China securities regulatory commission and the

national share transfer company, formulate the work plan and implementation plan for continuous supervision according to the specific situation of the issuer, and make complete and effective arrangements for the main contents, key points, practical methods and steps of continuous supervision.

Article 19 During the period of continuous supervision, the sponsor institution shall perform the following duties:

(1) Review the information disclosure documents of the issuer and other documents submitted to the China Securities Regulatory Commission and the All-China Stock Transfer Company in advance;

(2) urging the issuer to establish, improve and effectively implement the information disclosure system and issue

risk disclosure announcements;

(3) urging the issuer or its controlling shareholder and actual controller to keep their promises, and

continuously paying attention to the special account storage of funds raised by the issuer, the implementation of investment projects and other commitments

;

(4) Urge the issuer to establish, improve and effectively implement various systems such as corporate governance and internal control

:

1. Express opinions on related party transactions, external guarantees, change of use of raised funds

and other risk events

that may affect the ability of going concern and the stability of control rights;

2. Conduct special on-site inspection on the issuer's capital occupation, unfair related party transactions, illegal external guarantee, illegal use of raised funds and other matters that may seriously affect the legitimate rights and interests of the company and investors

;

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3. Report the issuer's major violations of laws and regulations and other major events and

to the national share transfer company;

(5) Other duties stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company or agreed in the sponsorship agreement

.

Article 2 A sponsor institution and its sponsor representative shall review the information disclosure documents of the issuer and other documents submitted to the China Securities Regulatory Commission and the National Stock Transfer Company in advance, and have sufficient reasons to believe that there are no false records,

misleading statements or major omissions in the documents disclosed or submitted by the issuer.

the issuer shall, after convening the general meeting of shareholders, the board of directors and the board of supervisors, provide relevant resolutions and documents for reference to the sponsor institution and the sponsor representative in a timely manner, and reserve necessary time for prior review for the sponsor institution and the sponsor representative before the relevant documents are disclosed.

the issuer shall not disclose any material information that has not been reviewed by the sponsor institution or the sponsor representative in advance.

Article 21 A sponsor institution and its sponsor representative shall continuously pay attention to the operation of the issuer

, fully understand the issuer and its business, pay attention to the issuer's daily operation, stock trading and media reports through daily communication, regular

or irregular return visits, access to materials, and attend the shareholders' meeting, the board of directors and the board of supervisors

, and urge the issuer to fulfill the corresponding information disclosure obligations.

Article 22 Where a recommendation institution and its recommendation representative find any errors, omissions or misleading in the information that the issuer intends to disclose

or the information that has been disclosed, or find that

there are things that should be disclosed but have not been disclosed, they shall require the issuer to make corrections or supplement

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. If the issuer refuses to cooperate, it shall report to the national share transfer company in a timely manner and issue a risk disclosure announcement.

Article 23 If an issuer or its controlling shareholder or actual controller makes a commitment to the use of raised funds and the implementation of investment projects, the sponsor institution and the sponsor representative

shall urge them to disclose the specific contents of the commitment, the method and time of performance, the analysis of performance

ability, the risks and countermeasures of performance, and the relief measures in case of non-performance.

the sponsor institution and its sponsor representative shall continuously follow up the progress of relevant entities in fulfilling their commitments in accordance with item

of the commitment disclosure specified in the preceding paragraph, and urge relevant entities to fully fulfill their commitments in a timely manner.

if the issuer or its controlling shareholder or actual controller discloses, performs or changes the promised items, which do not conform to the relevant provisions of the China Securities Regulatory Commission and the National Stock Transfer Company, the sponsor institution and its sponsor representative shall promptly put forward supervision opinions and urge relevant entities to make corrections.

Article 24 A sponsor institution and its sponsor representative shall supervise and verify the use of raised funds in accordance with the relevant provisions of the China Securities Regulatory Commission

and the National Stock Transfer Company

, conduct at least one spot check on the deposit and use of raised funds of the issuer every year, issue a verification report, and disclose it together with the issuer's annual report.

Article 25 A sponsor institution and its sponsor representative shall assist and urge the issuer to establish, improve and effectively implement the internal control system, including financial management system,

accounting system, and the use of raised funds.