Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. on the strategic placement of initial public offering shares of China catalyst new materials Co., Ltd
of
Special verification report
Sponsor (lead underwriter)
February, 2002
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation", "recommendation institution" or "lead underwriter") is the lead underwriter of China catalyst new materials Co., Ltd. (hereinafter referred to as "China catalyst" or "company" or "issuer") for the initial public offering of shares and listing on the science and innovation board, in accordance with the company law of the people's Republic of China The securities law of the people's Republic of China, the measures for the administration of the registration of initial public offerings on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance by listed companies, and the underwriting specifications for initial public offerings under the registration system (hereinafter referred to as the "underwriting specifications") The provisions of relevant laws, regulations and other relevant documents such as the guidelines for the application of the rules for the issuance and underwriting of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (hereinafter referred to as the "underwriting guidelines"), the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "implementation measures"), In order to do a good job in IPO and other related work, the lead underwriter conducts pre inspection on the strategic placement of Chinese catalyst IPO and issues a verification report. 1、 Approval and authorization of this issuance and listing on the science and Innovation Board (I) approval of the issuer's board of directors on this issuance and listing
On March 30, 2021, the issuer held the 14th meeting of the second board of directors, deliberated and approved the proposal on the company's application for initial public offering of RMB common shares (A shares) and listing on the science and innovation board, and decided to convene the general meeting of shareholders and submit these proposals to the general meeting of shareholders for deliberation. (II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On April 18, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's application for initial public offering of RMB common shares (A shares) and listing on the science and innovation board and other relevant proposals. (III) examination and approval of Shanghai Stock Exchange and China Securities Regulatory Commission on this issuance and listing
On November 4, 2021, the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") issued the announcement on the results of the 82nd review meeting of the Municipal Committee of science and innovation board in 2021. According to the contents of the announcement, The stock listing committee of the science and Innovation Board of Shanghai stock exchange held its 82nd meeting in 2021 on November 4, 2021, and has considered and approved the issuance and listing (initial public offering) of China catalyst new materials Co., Ltd.
On January 5, 2022, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares by China catalyst new materials Co., Ltd. (zjxk [2022] No. 10), agreeing to the issuer's application for registration of initial public offering of shares. (IV) examination and approval of the issuer's participation in the strategic placement
On January 13, 2022, the issuer held the third meeting of the third board of directors, which deliberated and adopted the proposal on agreeing relevant senior managers and core employees to participate in the company's initial public offering and strategic placement for listing on the science and innovation board, It is agreed that the issuer will issue and introduce Shenwan Hongyuan Group Co.Ltd(000166) Chinese catalyst employees to participate in the No. 1 collective asset management plan of strategic placement of Kechuang board (hereinafter referred to as "Chinese catalyst salary management plan").
2、 With regard to the determination of the strategic placement object and the number of shares to be placed in this offering, the relevant schemes of the issuer's strategic placement of the shares to be issued in this offering are as follows: (I) determination of the strategic placement object
The strategic placement object of this issuance must be one of the situations in line with Article 8 of the underwriting guidelines: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision; Large insurance companies with long-term investment intention or enterprises under them, national large investment funds or enterprises under them; Securities investment funds that meet certain conditions; Relevant subsidiaries of the recommendation institution; The special asset management plan established by the issuer's senior managers and core employees; Other strategic investors who comply with laws, regulations and business rules.
According to the number of IPO shares, share restriction arrangements and actual needs, and in accordance with the provisions of relevant laws and regulations, the issuer and the lead underwriter determine that the objects participating in the strategic placement are two strategic investors: China catalyst salary management plan and Shenyin Wanguo innovation Securities Investment Co., Ltd. (hereinafter referred to as "Shenwan innovation investment"), The compliance of the aforesaid strategic placement objects is detailed in part III of this verification report.
The placement of strategic investors in this offering complies with the provisions on the number of strategic investors in Article 6 of the underwriting guidelines. (II) number of shares strategically placed
(1) Shenwan innovation investment has signed a subscription agreement with the issuer, which stipulates that Shenwan innovation investment will participate in the strategic placement of this offering in accordance with Article 18 of the underwriting guidelines. The details are as follows:
Shenwan innovation investment will subscribe for 2% to 5% of the issuer's IPO shares according to the stock issuance price, and the specific proportion will be determined according to the scale of the issuer's IPO shares:
If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment proportion is 4%, but not more than 60 million yuan;
If the issuance scale is more than 2 billion yuan and less than 5 billion yuan, the follow-up investment proportion is 3%, but not more than 100 million yuan; If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan.
Shenwan innovation investment is expected to follow the proportion of 5.00% of the number of this public offering, that is, 2202500 shares. The specific proportion and amount will be determined after the issuance price is determined on T-2.
(2) The salary management plan of China catalyst has signed a subscription agreement with the issuer. The number of shares to be subscribed by the salary management plan of China catalyst will not exceed 10.00% of the total scale of this issuance, i.e. no more than 4405000 shares, and no more than 177.5 million yuan (including new share placement brokerage Commission). The specific proportion and amount will be determined after the issuance price is determined on T-2.
To sum up, two investors participated in this strategic placement, and the initial number of strategic placement is 6607500 shares (the upper limit of the number of shares subscribed), which is in line with the implementation measures and the underwriting guidelines. The number of strategic investors in this issuance shall not exceed 10, and the number of shares allocated to the special asset management plan shall not exceed 10% of the number of shares issued in the initial public offering, The total number of shares placed 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) selection criteria of strategic investors
The investors of this strategic placement are selected in accordance with the underwriting specifications, underwriting guidelines and other relevant provisions. The specific standards are as follows:
1. Relevant subsidiaries of the sponsor participating in the follow-up investment;
2. Special asset management plan for senior management and core employees of the issuer.
(II) subject qualification of participants in this strategic placement
The objects participating in the strategic placement of this issuance are Shenwan innovation investment and China catalyst salary management plan.
1. Shenyin Wanguo innovation Securities Investment Co., Ltd
(1) Basic information
Through public inquiry and written verification of the business license, articles of association and other documents provided by Shenwan innovation investment, the current basic information of Shenwan innovation investment is as follows:
Enterprise name: Shenyin Wanguo innovation securities investment has unified social code / 91440300070397525t
Limited company registration number
Type: Dai Jiaming, legal representative of limited liability company
The registered capital is 2 million yuan and the date of establishment is May 29, 2013
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
The business term is from May 29, 2013 to long-term
Business scope investment management; consulting service; Consultancy services
Shareholder Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd. holds 100%
Key personnel: Chairman fan Bingqing and general manager Dai Jiaming
(2) Shareholders and actual controllers
The controlling shareholder of Shenwan innovation investment is Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd. and the actual controller is Central Huijin Investment Co., Ltd.
(3) Strategic placement qualification
Shenwan innovation investment is an alternative investment subsidiary established by the parent company of the recommendation institution. It is a type of strategic investor specified in Item 4 of Article 8 of the underwriting guidelines and is qualified for placement.
(4) Association relationship
The sponsor (lead underwriter) of the IPO of the issuer's Kechuang board is Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd., and Shenwan innovation investment is an alternative investment subsidiary established by Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd., a securities company that actually controls the sponsor. There is no other relationship between Shenwan innovation investment and the issuer.
(5) Sources of subscription funds participating in strategic placement
According to the commitment letter of Shenwan innovation investment issued by Shenwan innovation investment, the funds used by Shenwan innovation investment to pay this strategic placement are its own funds.
(6) Lock up period and related commitments
Shenwan innovation investment promises to hold the shares allocated this time for 24 months from the date of the issuer's initial public offering and listing. After the expiration of the sales restriction period, the reduction of Shenwan innovation investment's allocated shares shall be subject to the relevant provisions of the CSRC and the Shanghai Stock Exchange on share reduction.
Shenwan Innovation Investment Co., Ltd. has issued a letter of commitment on matters related to the initial public offering of shares and the listing of strategic investors on the science and innovation board as stipulated in the underwriting specifications for initial public offering of shares under the registration system (hereinafter referred to as the "underwriting specifications"), as follows:
"I. The company is an alternative investment subsidiary legally established by Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd., a securities company that actually controls the recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. (hereinafter referred to as the" lead underwriter "), and the company is the actual holder of the shares for this placement, and there is no situation of being entrusted or entrusted by other investors to participate in this strategic placement;
2、 The capital source of the company's participation in this strategic placement is its own capital;
3、 The company will not transfer the shares held in this placement in any form during the restricted sale period;
4、 There is no act of transferring improper interests between the company and the issuer or other interested parties; 5、 24 months from the date of the initial public offering of the company's ordinary shares and the issuance of the company's ordinary shares; After the expiration of the restricted sale period, the reduction of the shares allocated to the company shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction;
6、 The company will not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and will not seek the control right of the issuer during the restricted sale period of the allocated shares;
7、 The issuer and the lead underwriter fail to promise the company that the share price will rise after listing, or if the share price does not rise, the issuer will buy back the shares or give any form of economic compensation;
8、 The lead underwriter did not commit to the company to share the underwriting fees, introduce and participate in the strategic placement of other issuers, and return the brokerage commission for the placement of new shares;
9、 The issuer fails to promise the company to subscribe for the securities investment fund managed by the company after listing;
10、 The issuer fails to promise the company that during the restricted sale period of the company's allocated shares, it will appoint persons with associated relationship with the company as directors, supervisors and senior managers of the issuer;
11、 In case of violation of this letter, the company is willing to bear the relevant responsibilities arising therefrom and accept all losses and consequences arising therefrom. "
2. Salary management plan for Chinese catalyst workers
(1) Basic information
Specific name: Shenwan Hongyuan Group Co.Ltd(000166) medium catalyst employees participated in the No. 1 collective asset management plan of strategic placement on the science and innovation board. Establishment time: January 7, 2022
Scale of raised funds: no more than 177.5 million yuan (including brokerage commission for placement of new shares)
Manager: Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd
Custodian: China Citic Bank Corporation Limited(601998) Suzhou Branch
Actual controlling entity: Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd., the actual controlling entity is not the senior management of the issuer
Each object participating in the asset management plan has signed a labor contract with the issuer. The name, position, proportion of shares held and number of shares subscribed of the participants in the salary management plan of Chinese catalyst are as follows:
No. participant name Title employee category actual contribution amount proportion of holding asset management plan (yuan)
1 Chairman Li Jin, general manager, core senior management personnel 119 million 67.04% technicians
2 vice chairman Li Yongbin core staff 36 million 20.28%
3 Zou benfeng, deputy general manager, director and senior management 15 million 8.45%
4 Liu Haitao, deputy general manager and senior management 7500,
