Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
About Shanghai Sailun Biotechnology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special verification report of strategic investors
Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. (hereinafter referred to as "sponsor", "sponsor (lead underwriter)" or "founder sponsor") is the sponsor of Shanghai Sailun Biotechnology Co., Ltd. (hereinafter referred to as "issuer", "Sailun biology" or "company") for initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "this offering") (lead underwriter), in accordance with the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (Order No. 153 of the CSRC) and the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (SZF [2021] No. 76, hereinafter referred to as the "implementation measures") Guidelines for the application of the issuance and underwriting rules of Shanghai Stock Exchange's Kechuang board No. 1 - initial public offering of shares (SZF [2021] No. 77, hereinafter referred to as the "underwriting guidelines") and the underwriting specifications for initial public offering of shares under the registration system (czxf [2021] No. 213) and other relevant laws and regulations, regulatory provisions and self-discipline rules, The strategic investors of this issuance have been verified and this special verification report has been issued. 1、 Basic information of strategic placement
There is a total of one strategic placement object involved in this offering, which is Founder Securities Co.Ltd(601901) Investment Co., Ltd. (hereinafter referred to as "founder investment"), a wholly-owned subsidiary of the parent company of the sponsor ( Founder Securities Co.Ltd(601901) ). There are no other strategic investors. There are no more than 10 strategic investors involved in this offering, which complies with the relevant provisions of Article 6 of the underwriting guidelines. (I) number of strategic placements
The number of shares to be issued to the public this time is 27.06 million, accounting for 25% of the total number of shares of the company after the issuance. All of them are new shares issued to the public, and the shareholders of the company will not offer shares to the public. The initial number of strategic allotments issued in this issuance is 1353000 shares, accounting for about 5% of this issuance, which does not exceed 20% of this issuance, which is in line with the provisions of paragraph 2 of Article 17 of the implementation measures.
As the final actual subscription quantity of Founder investment is related to the final actual issuance scale, the lead underwriter will clarify after T-2 sets the issuance price. The proportion and amount of Founder investment follow-up investment comply with the relevant provisions of Article 18 of the underwriting guidelines. (II) strategic placement object 1. Basic information
Enterprise name Founder Securities Co.Ltd(601901) Investment Co., Ltd. unified social code / Registration No.: 91110116306647317r
Type limited liability company (sole proprietorship of legal person) legal representative Yin Lei
The registered capital is 150 million yuan and the date of establishment is August 7, 2014
Address: room 208, second floor, building 13, yard 53, Yanqi street, Yanqi Economic Development Zone, Huairou District, Beijing
The business term is from August 7, 2014 to long-term
Engage in alternative investment businesses such as financial products and equity other than those listed in the list of securities self operated investment varieties of securities companies. ("1. Do not raise funds in public without the approval of relevant departments; 2. Do not carry out securities products and financial derivatives trading activities in public; 3. Do not issue loans; 4. Do not provide guarantees to enterprises other than the invested enterprises; 5. Do not promise the business scope to investors
No loss of investment principal or commitment of 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.)
Shareholder Founder Securities Co.Ltd(601901)
Key personnel Yin Lei, fan Zhongyuan, Wu Ke, Chen Jidong, Cui Xiao, Liao hang
2. Controlling shareholder and actual controller
Founder investment is a wholly-owned subsidiary of the parent company Founder Securities Co.Ltd(601901) sponsored by founder, Founder Securities Co.Ltd(601901) directly holds 100% of the equity of Founder investment, the controlling shareholder of Founder investment is Founder Securities Co.Ltd(601901) , and the actual controller is Peking University 1. On July 5, 2021, Founder Securities Co.Ltd(601901) received the notification letter on the court approval and reorganization progress of the reorganization plan of five companies including Peking University Founder Group Co., Ltd. from the manager of Founder group. The first intermediate people's Court of Beijing ruled to approve the reorganization plan of five companies including founder group, and the reorganization plan has taken effect. According to the ruling of Beijing No. 1 Intermediate People's court and the effective reorganization plan, 28.71% of the total shares of Founder Securities Co.Ltd(601901) held by Founder group are planned to be transferred to new Founder group, Founder Securities Co.Ltd(601901) the controlling shareholder is planned to be changed to new Founder group, and Ping An Insurance (Group) Company Of China Ltd(601318) insurance (group) Co., Ltd. will indirectly control Founder Securities Co.Ltd(601901) . On October 21, 2021, Founder group and other five companies have completed the establishment of new Founder group according to the reorganization plan. Founder Securities Co.Ltd(601901) the change of controlling shareholder and actual controller still needs the approval of CSRC.
3. Strategic placement qualification
Founder investment is an alternative investment subsidiary legally established by the parent company of the recommendation institution (lead underwriter), which is qualified to participate in strategic placement and follow-up investment, and complies with the provisions of Article 19 of the implementation measures and Articles 8 and 15 of the underwriting guidelines. 4. Association relationship
Founder investment is a wholly-owned subsidiary of the parent company Founder Securities Co.Ltd(601901) sponsored by the sponsor (lead underwriter). Before this issuance, founder investment directly held 2.2 million shares of the issuer, accounting for 2.7107% of the total share capital of the company before the issuance. Founder investment's participation in this strategic placement belongs to the follow-up investment as the relevant subsidiary of the sponsor in accordance with the requirements of relevant laws and regulations. Founder investment has made independent decisions in accordance with the provisions of its articles of association and internal rules and regulations. Founder investment has made independent decisions with the issuer and its shareholders There is no "other direct or indirect transfer of interests" between related parties in Item (VI) of Article 9 of the underwriting guidelines. 5. Sources of subscription funds participating in strategic placement
According to the commitment issued by founder investment, the source of funds used by founder investment to participate in the strategic placement is its own funds. After verification, the audit report of Founder investment in the latest fiscal year and the financial report of the latest period show that the working capital of Founder investment is sufficient to cover the subscription capital agreed in the subscription agreement signed between founder investment and the issuer. (III) sales restriction period
The restricted period of the shares allocated by founder investment in this follow-up investment is 24 months, which is calculated from the date of listing of the shares in this public offering on the Shanghai Stock Exchange.
After the expiration of the restricted sale period, the reduction of shares allocated by founder investment shall be subject to the relevant provisions of the CSRC and the Shanghai Stock Exchange on share reduction. (IV) strategic placement agreement
The issuer has signed the strategic investor subscription agreement between Shanghai Sailun Biotechnology Co., Ltd. and Founder Securities Co.Ltd(601901) Investment Co., Ltd. on initial public offering and listing on the science and innovation board with Founder investment (hereinafter referred to as the "strategic investor subscription agreement"). According to the strategic investor subscription agreement, the strategic placing objects participating in this offering agree to subscribe for the shares of the issuer in this public offering in accordance with the terms and conditions agreed in the agreement, promise not to participate in the preliminary inquiry of this offering, and subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the sponsor (main contractor).
2、 Selection criteria and placement qualification of strategic investors
According to the relevant provisions of Article 8 of the underwriting guidelines, the investors participating in the strategic placement of the issuer mainly include: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation; Relevant subsidiaries of the sponsor participating in the follow-up investment; The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; Other strategic investors who comply with laws, regulations and business rules.
After verification, founder investment currently exists legally and is an alternative investment subsidiary legally established by the parent company recommended by the sponsor founder.
Therefore, founder investment meets the selection criteria for the strategic placement of the issuer's initial public offering, is qualified to participate in the strategic placement of the issuer's initial public offering, and complies with the relevant provisions of Article 8 of the underwriting guidelines. 3、 Is there a prohibited placement
According to the relevant commitment letter and strategic investor subscription agreement provided by the issuer and the strategic investor Fangzheng investment participating in this offering, and verified by the sponsor (lead underwriter), the strategic placement of this offering does not have the following prohibited circumstances specified in Article 9 of the underwriting guidelines:
(I) 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;
(II) the lead underwriter introduces strategic investors under the conditions 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;
(III) the issuer subscribes to the securities investment fund managed by the issuer's strategic investors after listing;
(IV) the issuer promises to appoint persons who have an association with the strategic investor to serve as 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;
(V) except for the circumstances specified in Item 3 of Article 8 of the underwriting 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 the strategic placement;
(VI) other direct or indirect transfer of interests. 4、 Verification opinions of the lead underwriter's lawyer
According to the verification conclusion of the legal opinion of Beijing Tianda Gonghe law firm on the special verification of strategic investors of Shanghai Sailun Biotechnology Co., Ltd. in its initial public offering and listing on the science and Innovation Board issued by Beijing Tianda Gonghe law firm, the special legal consultant for the underwriting of this offering and listing: "the selection criteria of strategic investors in this offering meet the requirements Relevant provisions of the underwriting guidelines; Founder investment is qualified to participate in the strategic placement of this offering; The strategic placement plan complies with the relevant provisions of the implementation measures, underwriting guidelines and other laws and regulations; There are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines for the issuer and the lead underwriter to invest and sell shares to founder. " 5、 Verification conclusion of recommendation institution (lead underwriter)
To sum up, the sponsor (lead underwriter) of this offering believes that the selection criteria and placement qualification of strategic investors in this offering comply with the implementation measures, underwriting guidelines and other laws and regulations; Founder investment meets the selection criteria of strategic investors in this offering and has the placement qualification of strategic investors in this offering; The subscription quantity, subscription amount and the arrangement of the restricted sale period promised by the strategic investor comply with relevant regulations; The strategic placement agreement signed between the issuer and the strategic investor is legal and valid; Strategic investors have promised to pay subscription funds in full and on time as required; There are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines for the issuer and the recommendation institution (lead underwriter) to place shares with strategic investors.
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(there is no text on this page, which is the seal page of the special verification report of Founder Securities Co.Ltd(601901) underwriting and recommendation Co., Ltd. on the strategic investors of Shanghai Sailun Biotechnology Co., Ltd. in its initial public offering and listing on the science and Innovation Board)
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