Huatai United Securities Co., Ltd
About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Special verification report for strategic investors in initial public offering
The application of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “Hualan vaccine” or “issuer”) for initial public offering of shares (hereinafter referred to as “this offering”) and listing on the gem was reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “your exchange” and “Shenzhen Stock Exchange”) on August 25, 2021, It was registered on January 12, 2022 by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the document zjxk [2022] No. 2. Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering. According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144] (hereinafter referred to as the “administrative measures”), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), the special provisions on securities issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) Detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules”), detailed rules for the implementation of offline issuance of initial public offerings on the Shenzhen market (revised in 2020) (SZS [2020] No. 483) Relevant laws and regulations, such as the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213), the detailed rules for the administration of offline investors in initial public offerings (zxsf [2018] No. 142), the rules for the administration of offline investors in initial public offerings under the registration system (zxsf [2021] No. 212) According to the regulatory provisions, self-discipline rules and other documents, the sponsor (lead underwriter) checks the qualification of strategic placement of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. and issues this verification report. 1、 Approval and authorization of this issuance and listing on GEM
(I) approval of the board of directors of the Issuer on this issuance and listing
On July 28, 2020, the issuer convened the second meeting of the first board of directors in accordance with legal procedures, deliberated and approved the relevant proposals on IPO and listing on GEM.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On October 18, 2020, the initial public meeting of the relevant shareholders of the gem was held, and the proposal on the IPO of the relevant shares was passed.
(III) examination of Shenzhen Stock Exchange and CSRC on this issuance and listing
On August 25, 2021, the gem stock listing committee of Shenzhen Stock Exchange issued the announcement on the results of the 51st review meeting of the municipal Party Committee on the gem in 2021. According to the contents of the announcement, the gem stock listing committee of Shenzhen stock exchange held the 51st review meeting of 2021 on August 25, 2021 and has approved the issuance and listing (initial public offering) of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd.
On January 12, 2022, the CSRC issued the reply on Approving the registration of initial public offering of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (zjxk [2022] No. 2), approving the issuer’s application for registration of initial public offering of shares.
2、 About the determination of the strategic placement object and the number of shares placed in this issuance
The relevant plans for the strategic placement of the issuer’s shares are as follows:
(I) determination of strategic placement object
The strategic placement object of this issuance must be one of the circumstances in line with Article 32 of the implementation rules: 1. Large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer;
2. Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
3. A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation;
4. Where follow-up investment is carried out in accordance with the provisions of the implementation rules, the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company that actually controls the recommendation institution;
5. The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
6. Other strategic investors who comply with laws, regulations and business rules.
According to the provisions of relevant laws and regulations, the issuer and the recommendation institution (lead underwriter) determine the strategic placement objects of this issuance as follows:
For the strategic placement of this issue, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement and the follow-up investment of the relevant subsidiaries of the sponsor (for example, the issue price exceeds the median and weighted average of the offline investor’s quotation after excluding the highest quotation and the securities investment fund established by public offering after excluding the highest quotation) (hereinafter referred to as “public fund”), National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment insurance fund (hereinafter referred to as “pension”) The enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, whichever is lower, The relevant subsidiaries of the sponsor will participate in the strategic placement) composition of this offering in accordance with relevant regulations.
According to Article 29 of the detailed rules for the implementation, if the number of shares in the initial public offering is less than 100 million shares, the number of strategic investors shall not exceed 10. The placement to no more than 2 strategic investors in this offering complies with the above provisions.
(II) participation scale of strategic placement
Huatai Hualan vaccine home No. 1 gem employee stock ownership collective asset management plan shall participate in the strategic placement with an amount of no more than RMB 252.1 million, and the placement amount shall not exceed the upper limit of the number of shares participated in this strategic placement in the special asset management plan for senior managers and core employees specified in the special provisions on the issuance and underwriting of initial public offerings of gem, That is, it shall not exceed 10% of the number of initial public offering shares, that is, it shall not exceed 4001000 shares.
If the offering price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, Huatai Innovation Investment Co., Ltd., a subsidiary of the sponsor, will participate in the strategic placement of this offering in accordance with relevant regulations and subscribe for 2% – 5% of the issuer’s initial public offering shares.
The participation scale of this strategic placement complies with the requirements of the detailed rules for the implementation that the number of strategic investors in this issuance shall not exceed 10, and the total number of shares allocated by strategic investors shall not exceed 20% of the number of shares issued to the public.
3、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. Huatai Hualan vaccine home No. 1 gem ESOP collective asset management plan
(1) Basic information
Specific name: Huatai Hualan vaccine home No. 1 gem ESOP collective asset management plan
Date of establishment: December 23, 2021
Filing date: December 28, 2021
Filing Code: stm987
Scale of raised funds: 252.1 million yuan (excluding breeding interest)
Manager: Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
Actual controlling entity: Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd., the actual controlling entity is not the senior management of the issuer
Name, position and proportion of participants:
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
1. The deputy general manager of an wenjue is 11.11% 2800
2 LV Chengyu, chief financial officer and Secretary of the board of directors, is 11.11% 2800
3 Zhang Yongchao Quality Director no 7.14% 1800
4 Xing Ying sales manager no 7.14% 1800
5 Wang Bei regional manager no 6.35% 1600
6 Kang Juntao regional manager no 6.35% 1600
7 Jia Yongli regional manager no 6.35% 1600
8 Yang Yong regional manager no 6.35% 1600
9 Ma Lianhao regional manager no 6.35% 1600
10 Han Bin quality control department manager no 3.17% 800
11 Yan Kai engineering manager no 3.17% 800
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
12 Cui Yanxia production manager no 3.17% 800
13 Zhang Yuqing manager of material department no 3.17% 800
14 Su Wendong, deputy manager of finance department no 2.38% 600
15 Cui Xiaofeng R & D manager no 1.98% 500
16 Sun Wei quality assurance manager no 1.98% 500
17 Suqin production department deputy manager no 1.98% 500
18 Guo Wang deputy manager of production department no 1.98% 500
19 Zhang Wei, deputy manager of production department no 1.98% 500
20 Cai Linlin, deputy director of general manager’s office no 1.98% 500
21 Xie Yongqun deputy manager of human resources department no 1.59% 400
22 Xue Hongjian, deputy manager of audit department no 0.83% 210
23 former deputy manager of Guoqiang production department no 0.79% 200
24 Wang Yue, deputy manager of engineering department no 0.79% 200
25 Cao Weixian, deputy manager of engineering department no 0.79% 200
Total – 100.00% 25210.00
Note 1: the difference in the mantissa between the sum of the total number and the number of each part is caused by rounding;
Note 2: all the funds raised by Huatai Hualan vaccine home No. 1 gem ESOP collective asset management plan can be used to participate in this strategic placement, including but not limited to paying the price and related expenses of this strategic placement.
(2) Strategic placement qualification
