China Galaxy Securities Co.Ltd(601881) special verification report on the initial public offering of shares and the listing of strategic investors on the gem of China Automotive Research automobile testing ground Co., Ltd
Sponsor (lead underwriter)
(101, floors 7-18, building 1, yard 8, Xiying street, Fengtai District, Beijing)
China Automotive Research automotive testing ground Co., Ltd. (hereinafter referred to as “China Automotive Co., Ltd.” or “the issuer”) intends to make an initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and apply for listing on the gem. The application was examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on July 22, 2021, On January 11, 2022, it was approved to register by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the document of CSRC license [2022] No. 51. China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “sponsor (lead underwriter)” or “Galaxy Securities”) is the sponsor (lead underwriter) of this offering. According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) and the measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]) The special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as the “special provisions”), the implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the “implementation rules”), and other relevant provisions, Check the strategic investors of this issuance of China Automobile Co., Ltd. and issue the following special verification report. 1、 Basic information of strategic placement (I) number of strategic placement
The number of shares to be publicly issued by the issuer this time is 330.6 million, accounting for 25.00% of the total share capital of the company after issuance. All of them are new shares to be publicly issued, and the shareholders of the company will not offer shares to the public. After this public offering, the total share capital of the company is 1322.4 million shares.
The initial strategic placement quantity of this issuance is 79.53 million shares, accounting for 24.06% of the issuance quantity. The difference between the final strategic placement quantity and the initial strategic placement quantity will be reversed according to the principles specified in the callback mechanism. (II) strategic placement object
In this offering, the strategic investors are comprehensively determined after considering the qualification of investors and market conditions:
1. The long-term business vision of CETC Investment Co., Ltd. (hereinafter referred to as “000625”);
2. Yinhe Yuanhui Investment Co., Ltd. (hereinafter referred to as “Yinhe Yuanhui”) (if the offering price exceeds the median and weighted average of offline investors’ quotation after excluding the highest quotation and the securities investment fund established through 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, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the relevant provisions). (III) participation scale
The specific participation scale of the strategic placement object is as follows (the specific proportion and amount will be determined after the issuance price is determined on T-2):
Serial number name of strategic investor type of investor committed subscription amount initial subscription amount (10000 yuan) (10000 shares)
Having business relationship with the issuer
1 Chongqing Changan Automobile Company Limited(000625) strategic partnership or large enterprise with a long-term vision of 9900 3000
Having business relationship with the issuer
2. Investment strategic partnership of CETC or large enterprises with a long-term vision of 11000 3300
Affiliated enterprise
3. Relevant subsidiaries of Galaxy Yuanhui (if any) sponsor 4000 1653
Total 24900 7953
Note 1: the “committed subscription amount” in the above table is the upper limit of the committed subscription amount agreed in the strategic placement agreement signed by the issuer and strategic investors.
Note 2: Chongqing Changan Automobile Company Limited(000625) and the final allotment of shares invested by CETC take the lower value between the initial number of shares subscribed and the number of shares calculated and determined according to the issuance price finally determined in this issuance and the actual payment amount of strategic investors. The number of shares determined based on the issuance price finally determined by this issuance and the actual payment amount of strategic investors is calculated as follows: the number of shares = the actual payment amount of strategic investors ÷ the issuance price finally determined by this issuance, rounded down to single digits.
Note 3: under the condition of meeting the follow-up investment conditions of relevant subsidiaries of the sponsor, if the issuance scale exceeds 1 billion yuan, Galaxy Yuanhui will automatically adjust the proportion and amount of participating in the strategic placement according to the requirements of relevant regulations.
A total of three investors participated in the strategic placement, and the initial number of strategic placement was 79.53 million shares, accounting for 24.06% of the number of shares issued this time, which met the requirements of “in principle, no more than 35 strategic investors and no more than 30% of the number of securities issued to the public” in the implementation rules.
(IV) placing conditions
After verification by the sponsor (lead underwriter), all investors participating in the strategic placement have signed the strategic placement agreement with the issuer. The strategic investors do not participate in the preliminary inquiry of the issuance and promise to subscribe for the number of shares they promise to subscribe according to the issuance price determined by the issuer and the sponsor (lead underwriter). (V) sales restriction period
Chongqing Changan Automobile Company Limited(000625) . The restricted sale period of the shares allocated to CETC investment is 12 months, and the restricted sale period of the shares allocated to Yinhe Yuanhui for this follow-up investment (if any) is 24 months. The restricted sale period starts from the date of listing of the shares issued to the public on the Shenzhen Stock exchange.
After the expiration of the restricted sale period, Chongqing Changan Automobile Company Limited(000625) , CETC investment and Galaxy Yuanhui’s reduction of the allocated shares shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction. 2、 On the compliance of the placing objects participating in this issuance (I) the subject qualification of the placing objects participating in this strategic placement
1、 Chongqing Changan Automobile Company Limited(000625)
(1) Basic information
Company name Chongqing Changan Automobile Company Limited(000625)
Date of establishment: October 31, 1996
Unified social credit code 9150000020286320×6
Legal representative: Zhu Huarong
Registered capital: 7632153402 yuan
Enterprise type: joint stock limited company (listed company)
Business term: October 31, 1996 to permanent
Registered address: No. 260, Jianxin East Road, Jiangbei District, Chongqing
Licensed items: manufacturing and selling automobiles (including cars) and manufacturing automobile engine series products., Car rental (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
General projects: development of automobiles (including cars), development and business scope sales of automobile engine series products, development, manufacturing and sales of supporting parts, molds and tools, mechanical installation engineering, scientific and technological consulting services, Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state), developing, producing and selling computer software and hardware products, consulting and training of computer application technology, design, installation and maintenance of computer network system, and acting as an agent
Telecommunications services, technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion entrusted by Qingqing branch (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
According to the verified business license and the current effective articles of association, Chongqing Changan Automobile Company Limited(000625) is a joint stock limited company legally established and validly existing in China, and there are no problems such as expiration of business term, decision to dissolve, revocation of business license according to law due to violation of laws, regulations or other normative documents, order to close down or revocation Being declared bankrupt due to failure to pay off due debts and other circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association. The sponsor (lead underwriter) believes that the subject qualification of Chongqing Changan Automobile Company Limited(000625) is legal and effective.
(2) Ownership structure
Chongqing Changan Automobile Company Limited(000625) is a listed company on the main board of Shenzhen Stock Exchange. According to Chongqing Changan Automobile Company Limited(000625) third quarter report of 2021, as of September 30, 2021, Chongqing Changan Automobile Company Limited(000625) equity structure is as follows:
Serial number name shareholding quantity (share) shareholding proportion
1 China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. 1430104046 18.78%
2 China Ordnance Equipment Group Co., Ltd. 1125382399 14.78%
3 Nanfang Industrial Asset Management Co., Ltd. 466067890 6.12%
4 China Securities Finance Corporation 327971466 4.31%
5 Zhonghui Futong (Hong Kong) Investment Co., Ltd. 215768332 2.83%
6 Hong Kong Central Clearing Company Limited 206264388 2.71%
7 China Construction Bank Corporation(601939) – Huaxia energy 55872444 0.73% source innovation equity securities investment fund
8 China Merchants Securities Co.Ltd(600999) Hong Kong Limited 54864317 0.72%
CHINAINTERNATIONALCAPITAL
9 CORPORATION HONG KONG 52,978,485 0.70% SECURITIES LTD
10 CAPEANN GLOBALDEVELOPING 31,692,237 0.42% MARKETS FUND
11 other shareholders 3648462198 47.91%
Total 7615428202.00 100.00%
According to Chongqing Changan Automobile Company Limited(000625) third quarter report of 2021, Chongqing Changan Automobile Company Limited(000625) the controlling shareholder is China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd., and the actual controller is China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as “Ordnance Group”). As of September 30, 2021, the equity structure of Chongqing Changan Automobile Company Limited(000625) is as follows:
(3) Strategic placement qualification
Chongqing Changan Automobile Company Limited(000625) is one of China’s four major automobile group enterprises. It has 159 years of history and 37 years of car building accumulation. It has 14 production bases and 33 complete vehicle, engine and transmission factories around the world. It has a professional automobile R & D process system and test verification system. In 2021, the total sales volume of Chinese brand cars of Chang’an series exceeded 20 million. Chongqing Changan Automobile Company Limited(000625) in 2020, the operating revenue reached 84.566 billion yuan, and the capital by the end of 2020
