Minsheng Securities Co., Ltd
About Guangzhou silinjie Technology Co., Ltd
Special verification opinions on the strategic placement of initial public offering and listing on the science and innovation board Shanghai Stock Exchange:
According to the measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (SZF [2021] No. 76) (hereinafter referred to as the "implementation measures") and the guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange Kechuang board No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines"), The China Securities Association (hereinafter referred to as the "Securities Association") promulgated the relevant provisions such as the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) (hereinafter referred to as the "code for underwriting"), Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities", "sponsor (lead underwriter)") is the sponsor (lead underwriter) of Guangzhou silinjie Technology Co., Ltd. (hereinafter referred to as "silinjie", "issuer" or "company") applying for initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "this offering"), The strategic investors introduced by silinger in this offering were verified according to the requirements of laws and regulations.
The specific conditions and special verification opinions of the recommendation institution (lead underwriter) are as follows:
1、 Basic information of strategic placement
There is one strategic placement object involved in this offering, which is Minsheng Securities Investment Co., Ltd. (hereinafter referred to as "Minsheng investment"), a relevant subsidiary of the sponsor. In addition, 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 16.67 million, accounting for 25.00% of the total share capital of the company after issuance. All of them are new shares to be issued to the public, and the shareholders of the company will not offer shares to the public. The initial strategic placement quantity of this issuance is 833500 shares, accounting for 5.00% of this issuance quantity, which does not exceed 20% of this issuance quantity, which is in line with the provisions of paragraph 2 of Article 17 of the implementation measures. Final strategic placement quantity and initial
Minsheng investment, the relevant subsidiary of the sponsor, is expected to follow up with the investment ratio of 5% of the number of this public offering, that is, 833500 shares, but not more than 40 million yuan. If the scale of this issuance exceeds 1 billion yuan, the proportion and amount of participating in the strategic placement will be automatically adjusted according to the requirements of relevant regulations. The specific proportion and amount will be determined after the issuance price is determined on T-2. The proportion and amount of Minsheng investment follow-up investment comply with the relevant provisions of Article 18 of the underwriting guidelines.
(II) strategic placement object
The objects participating in the strategic placement of this offering are Minsheng investment. The details are as follows:
1. Basic information
Enterprise name: Minsheng Securities Investment Co., Ltd. unified social code: 9111 Shenzhen Zhenye(Group)Co.Ltd(000006) 9614203b
/Registration number
Type: Feng Henian, legal representative of limited liability company
Registered capital: 400 million yuan establishment date: May 21, 2013
Address: block 670101a, block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen
The business term is from May 21, 2013 to long-term
Business scope project investment and investment management
Shareholder Minsheng Securities Co., Ltd
Key personnel: Feng Henian (Chairman)
2. Controlling shareholder and actual controller
After verification, Minsheng Securities Co., Ltd. holds 100% equity of Minsheng investment and is the controlling shareholder of Minsheng investment. People's livelihood investment has no actual controller 1.
3. Strategic placement qualification
Minsheng investment is an alternative investment subsidiary of the sponsor of the issuer, which has the qualification of strategic placement and complies with the relevant provisions on follow-up investment of relevant subsidiaries of the sponsor in Chapter III of the underwriting guidelines.
4. Association relationship
1. The former controlling shareholder of Minsheng securities Oceanwide Holdings Co.Ltd(000046) ( Oceanwide Holdings Co.Ltd(000046) . SZ) announced in August 2021 that the proportion of equity held by Minsheng securities decreased to 31.03% and was no longer included in the scope of consolidated statements.
After verification, Minsheng Securities Co., Ltd., as the sponsor (lead underwriter) of this issuance, holds 100% equity of Minsheng investment, which is its wholly-owned subsidiary.
After verification, as of the issuance date of this special report, Minsheng investment has no relationship with the issuer.
5. Sources of subscription funds participating in strategic placement
According to the written commitment of Minsheng investment, it participates in the subscription with its own funds. After verification of the audit report of Minsheng investment in the latest fiscal year and the latest financial report, the working capital of Minsheng investment is sufficient to cover the subscription capital of the strategic placement agreement signed between Minsheng investment and the issuer.
(III) sales restriction period
The restricted period of the shares allocated to Minsheng investment in this follow-up investment is 24 months, which shall be calculated from the date when the shares issued to the public are listed on the Shanghai Stock Exchange.
After the expiration of the sales restriction period, the reduction of Minsheng investment's allocated shares 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 placement agreement between Minsheng Securities Co., Ltd. and Guangzhou silinjie Technology Co., Ltd. for the initial public offering and listing of shares on the science and Innovation Board (hereinafter referred to as the "strategic placement agreement") with Minsheng investment. According to the strategic placement agreement, the strategic placement object in this offering agrees to subscribe for the shares of the issuer in this public offering in accordance with the terms and conditions agreed in the agreement, promises not to participate in the preliminary inquiry of this offering, and subscribes for the number of shares it promises to subscribe at the issue price determined by the issuer and the lead underwriter.
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.
Minsheng investment currently exists legally and is an alternative investment subsidiary established by the sponsor Minsheng securities according to law. Therefore, Minsheng 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 meets the relevant provisions of Article 8 of the underwriting guidelines. 3、 Is there a prohibited placement
According to the relevant commitment letter and strategic placement agreement provided by the issuer and Minsheng investment, the strategic investor of this issuance, and verified by the sponsor (lead underwriter), there are no following circumstances in the strategic placement of this issuance: 1. The issuer and lead underwriter promise the strategic investor 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 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;
6. Other direct or indirect transfer of interests.
4、 Lawyer's verification opinion
According to the verification conclusion of the legal opinion of Beijing Weiming law firm on the verification of strategic investors of Guangzhou silinger Technology Co., Ltd. in its initial public offering and listing on the science and Innovation Board issued by Beijing Weiming law firm, the special legal adviser for the underwriting of this offering and listing: "As a strategic investor participating in the strategic placement of this offering, Minsheng investment's selection criteria comply with the provisions of the implementation measures, underwriting guidelines and other relevant laws, regulations and normative documents, and has the qualification to participate in the strategic placement of this offering; Minsheng investment's participation in the strategic placement of this offering is not prohibited by Article 9 of the underwriting guidelines."
5、 Verification of the recommendation institution (lead underwriter)
The sponsor (lead underwriter) believes that the basic situation of the issuer's strategic placement of this issuance is that the subsidiary of the sponsor participates in the subscription of the issuer's shares; The selection criteria and placement qualification of strategic investors comply with relevant regulations; The subscription quantity, subscription amount and the arrangement of the restricted sale period promised by the strategic investor comply with relevant regulations; There are no prohibitions affecting the legitimacy of strategic placement for strategic investors; 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.
(no text below)
(there is no text on this page, which is the seal page of the special verification opinions of Minsheng Securities Co., Ltd. on the strategic placement of initial public offering and listing on the science and Innovation Board of Guangzhou silinjie Technology Co., Ltd.) (sponsor representative:
Li Juan Ma Teng
Minsheng Securities Co., Ltd
