China Securities Co.Ltd(601066) about
Special verification report on strategic investors of Shaanxi Huaqin Technology Industry Co., Ltd
Shaanxi Huaqin Technology Industry Co., Ltd. (hereinafter referred to as “Huaqin technology” or “issuer”) plans to make an initial public offering of shares and be listed on the science and Innovation Board (hereinafter referred to as “this offering”). China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “,” sponsor “or” lead underwriter “) as the sponsor (lead underwriter) of this issuance of Huaqin technology, in accordance with the securities law of the people’s Republic of China Measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (SZF [2021] No. 76) (hereinafter referred to as the “implementation measures”) According to the relevant provisions of the guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – initial public offering of shares (hereinafter referred to as the “underwriting guidelines”) and the underwriting specifications for initial public offering of shares under the registration system, the strategic investors of this offering of Huaqin technology have checked and issued the following special verification report, Beijing Deheng Law Firm was entrusted to verify matters related to the strategic placement.
Based on the relevant materials provided by the issuer and strategic investors, and according to the verification opinions issued by Beijing Deheng Law Firm and the relevant verification results of China Securities Co.Ltd(601066) securities, China Securities Co.Ltd(601066) securities issued the following special verification report on the strategic placement.
1、 Strategic placement scheme and basic information of strategic investors
(I) strategic placement scheme
1. Number of strategic placements
The number of shares issued this time is 16.666668 million, accounting for 25.00% of the total share capital after issuance. The number of shares issued by the initial strategic placement was 833333 shares, accounting for 5.00% of the number of shares issued this time. 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.
2. Strategic placement object
In this offering, the strategic placement investor is China Securities Co.Ltd(601066) Investment Co., Ltd. (hereinafter referred to as ” China Securities Co.Ltd(601066) investment”), a relevant subsidiary of the sponsor participating in the follow-up investment.
3. Participation scale
According to the underwriting guidelines, the initial follow-up proportion of China Securities Co.Ltd(601066) investment is 5.00% of the number of shares issued to the public, that is, the initial follow-up number of shares is 833333. The specific proportion and follow-up investment amount will be determined after the issuance price is determined on February 22, 2022 (T-2).
China Securities Co.Ltd(601066) investment has signed a strategic placement agreement with the issuer and promised to subscribe for 2% – 5% of the issuer’s shares in this public offering according to the stock issuance price. The specific proportion is determined according to the size of the issuer’s shares in this public offering:
① If the issuance scale is less than RMB 1 billion, the follow-up investment ratio is 5%, but not more than RMB 40 million;
② If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment ratio is 4%, but not more than 60 million yuan;
③ 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;
④ If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan.
Since the final actual subscription quantity of China Securities Co.Ltd(601066) investment is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of the strategic placement investors after determining the issuance price. The specific proportion and amount of follow-up investment will be determined after the issue price is determined on February 22, 2022 (T-2).
(II) basic information of strategic investors
1. Basic information
Company name China Securities Co.Ltd(601066) Investment Co., Ltd
Company type limited liability company (sole proprietorship of legal person) unified social letter 91110111ma0193jp0g
Use code
Address: 109, block C, Beijing fund town building, No. 1, Jinyuan street, Changgou Town, Fangshan District, Beijing
Legal representative: Xu jiongwei
The registered capital is 6100 million yuan
Date of establishment: November 27, 2017
Business term: November 27, 2017 to no fixed term
Investment management; Equity investment management; Investment consulting (except intermediary); Project investment. （“1、
It is not allowed to raise funds in public without the approval of relevant departments; 2. Securities business shall not be carried out in public
Trading activities of products and financial derivatives; 3. No loan shall be granted; 4. No guarantee shall be provided to the invested enterprise or other enterprises outside the business scope; 5. It is not allowed to promise investors that the investment principal will not suffer losses or bear losses
“Minimum return”; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Name of shareholder registered capital (10000 yuan) contribution ratio (%)
Shareholders China Securities Co.Ltd(601066) securities 610000 100.00
Total 610000 100.00
After verification, China Securities Co.Ltd(601066) investment is a limited liability company established according to law. There is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association. Its capital contribution is its own funds. There is no situation that it is established by raising funds from investors in a non-public way, that its assets are managed by the fund manager, and that it has not served as any private fund manager. Therefore, China Securities Co.Ltd(601066) investment does not belong to private investment funds or private managers regulated in accordance with the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and there is no need to perform the registration and filing procedures in accordance with relevant regulations.
China Securities Co.Ltd(601066) Beijing Financial Holding Group Co., Ltd., the largest shareholder of securities, holds 34.61% and Central Huijin Investment Co., Ltd., the second largest shareholder, holds 30.76%. Because the first two shareholders cannot decide the election of more than half of the members of the board of directors, they cannot control the board of directors and more than half of the voting rights of the general meeting of shareholders, Therefore, there is no controlling shareholder and actual controller in China Securities Co.Ltd(601066) securities, and there is no actual controller in China Securities Co.Ltd(601066) investment.
2. Strategic placement qualification
China Securities Co.Ltd(601066) investment, as an alternative investment subsidiary established by the sponsor China Securities Co.Ltd(601066) securities according to law, is qualified to participate in the strategic placement of the issuer’s initial public offering and meets the provisions of Article 8 (IV) of the underwriting guidelines.
3. Relationship with the issuer and lead underwriter
As of the date of issuance of this report, China Securities Co.Ltd(601066) investment is a wholly-owned subsidiary under the control of China Securities Co.Ltd(601066) securities of the sponsor, and China Securities Co.Ltd(601066) investment is related to China Securities Co.Ltd(601066) securities of the lead underwriter; The China Securities Co.Ltd(601066) investment is not related to the issuer.
4. Sources of funds participating in subscription
According to the China Securities Co.Ltd(601066) investment commitment, it uses its own funds to subscribe for the issuer’s shares, and there is no case of using non own funds to subscribe for the issuer’s shares, or accepting the entrustment of other investors or entrusting other investors to participate in the strategic placement. According to the latest annual audit report of China Securities Co.Ltd(601066) investment, the working capital of China Securities Co.Ltd(601066) investment is sufficient to cover the subscription capital of the strategic placement agreement signed with the issuer.
5. Other commitments related to this offering
China Securities Co.Ltd(601066) investment has issued the following commitments on participating in this strategic placement:
① The holding period of the company’s shares obtained this placement is 24 months from the date of the issuer’s initial public offering and listing;
② There is no affiliated relationship between the company and the issuer, and there is no act of conveying illegitimate interests with the issuer or other interested parties;
③ The company does not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and shall not seek the control right of the issuer during the restricted sale period of the allocated shares.
2、 Selection criteria and placement qualification verification of strategic investors
According to Article 8 of the underwriting guidelines, investors who can participate in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, allotment of shares and closed operation; (IV) relevant subsidiaries of the sponsor participating in the follow-up investment; (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules.
According to paragraph (II) of Article 18 of the implementation measures, strategic investors participating in stock placement shall use their own funds and shall not accept entrustment or entrust others to participate, except for securities investment funds and other entities established according to law and meeting specific investment purposes.
According to paragraph (I) of Article 6 of the underwriting guidelines, if the number of IPO shares is more than 400 million, the number of strategic investors shall not exceed 30; For more than 100 million shares and less than 400 million shares, there shall be no more than 20 strategic investors; For less than 100 million shares, there should be no more than 10 strategic investors. According to Article 7 of the underwriting guidelines, investors participating in the strategic placement of the issuer shall subscribe for the number of shares of the issuer they have promised to subscribe for at the final issue price. According to Article 18 of the underwriting guidelines, the relevant subsidiaries of the recommendation institution participating in the placement shall promise to subscribe for 2% to 5% of the initial public offering shares of the issuer according to the stock issuance price. According to paragraphs (II) and (III) of Article 17 of the implementation measures, if the number of shares in the initial public offering is more than 100 million shares, the total number of shares allocated by the strategic investor shall not exceed 30% of the number of shares in the current public offering in principle; If the number of shares in the initial public offering is less than 100 million, the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in the current public offering.
After verification, a total of one investor participated in the strategic placement. The strategic placement object was the relevant subsidiaries of the sponsor participating in the follow-up investment. The initial number of strategic placement was 833333 shares, accounting for 5.00% of the number of shares issued this time. The above arrangements comply with the requirements in the implementation measures and underwriting guidelines that the number of strategic investors in this offering should not exceed 10, and the total number of shares placed by strategic investors should not exceed 20% of the number of shares in this public offering.
The investors participating in the strategic placement have signed the strategic investor placement agreement with the issuer respectively. The strategic investors do not participate in the preliminary inquiry of the issuance (except for the securities investment funds not participating in the strategic placement managed by the securities investment fund manager), and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the lead underwriter. China Securities Co.Ltd(601066) investment commitment the holding period of the shares allocated this time is 24 months from the date of the issuer’s initial public offering and listing.
After verification, the recommendation institution (lead underwriter) believes that the selection criteria and placement qualification of strategic investors in this offering are in line with the implementation measures, underwriting guidelines and other laws and regulations. The above-mentioned entities participating in the strategic placement of this offering are in line with the selection criteria and placement qualification of strategic investors in this offering.
3、 Whether the strategic investors are prohibited by Article 9 of the underwriting guidelines
Article 9 of the underwriting guidelines stipulates: “the issuer and the lead underwriter shall not be under the following circumstances when placing shares to strategic investors:
1. The issuer and the lead underwriter promise the strategic investors 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;
2. The lead underwriter introduces strategic investors on the condition of promising to share the underwriting expenses, introducing and participating in the strategic placement of other issuers, and returning the brokerage commission for the placement of new shares;
3. After listing, the issuer subscribes to the securities investment fund managed by the issuer’s strategic investors;
4. The issuer promises to appoint the personnel associated with the strategic investor as the directors, supervisors and senior managers of the issuer during the restricted sale period of the shares allocated to the strategic investor, except that the senior managers and core employees of the issuer set up a special asset management plan to participate in the strategic placement;
5. Except for the circumstances specified in Item 3 of Article 8 of these guidelines, strategic investors use non self owned funds to subscribe for the shares of the issuer, or accept the entrustment of other investors or entrust other investors to participate in this strategic placement;
6. Other direct or indirect transfer of benefits. “
According to the placement agreement signed between the issuer and China Securities Co.Ltd(601066) investment and the commitment letters issued by the issuer, the lead underwriter and China Securities Co.Ltd(601066) investment respectively, the recommendation institution (lead underwriter) believes that there is no prohibited situation stipulated in Article 9 of the underwriting guidelines when the issuer and the lead underwriter place shares to strategic investors.
4、 Lawyer’s verification opinion
Beijing Deheng Law firm believes that the selection criteria and placement qualification of strategic investors in this issuance comply with the provisions of laws, regulations and normative documents such as the implementation measures and the underwriting guidelines, and there are no prohibitions specified in Article 9 of the underwriting guidelines in this strategic placement.
5、 Recommendation institution (lead underwriter) conclusion
To sum up, after verification, the recommendation institution (lead underwriter) believes that:
1. The selection criteria and placement qualification of strategic investors in this offering comply with the implementation measures, underwriting guidelines and other laws and regulations;
2. The strategic placement investors in this offering meet the selection criteria of strategic investors in this offering and have the placement qualification of strategic investors in this offering;
3. There are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines when the issuer and the recommendation institution (lead underwriter) place shares to the strategic placement investors of this issuance.
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Signature of sponsor representative:
