China Securities Co.Ltd(601066)
Minsheng Securities Co., Ltd
About softcom power information technology (Group) Co., Ltd
Special verification report of strategic investors
Softcom power information technology (Group) Co., Ltd. (hereinafter referred to as "softcom power" or "the issuer") plans to make an initial public offering of shares and be listed on the gem (hereinafter referred to as "this offering") China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities", "sponsor" and "lead underwriter") as the sponsor (lead underwriter) of softcom power's offering, Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "joint lead underwriter") as the joint lead underwriters of the offering, According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), and 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 detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2020] No. 483) (hereinafter referred to as the "detailed rules"), the specifications for the underwriting of initial public offerings under the registration system (czxf [2021] No. 213) and the relevant provisions of other laws, regulations and normative documents, Verify the strategic investors of softcom power in this offering and issue the following special verification report.
1、 Strategic placement scheme
(I) number of strategic placements
The number of shares issued this time is 63529412, accounting for 15% of the total share capital after issuance. Among them, the senior managers and core employees of the issuer participate in the special asset management plan established by the strategic placement, and the expected subscription amount shall not exceed 10.00% of the issuance amount; The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 5.00% of the number of this issuance (if the offering price exceeds the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations); Other strategic investors are expected to subscribe for no more than 390 million yuan. 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) participants
In this offering, the selection of strategic investors is comprehensively determined after considering the qualification of investors and market conditions, mainly including the following categories:
(1) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business with the issuer;
(2) Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
(3) The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
(4) The relevant subsidiaries of the recommendation institution follow the investment.
(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):
Serial number name of strategic investor type of investor committed subscription amount (10000 yuan)
Large insurance companies with long-term investment intention
1. China Insurance Investment Fund (limited partnership) or its subordinate enterprises, national large investment fund 21000 gold or its subordinate enterprises
Strategic cooperation relationship with the issuer in business operation
2 Nanchang new century Venture Capital Co., Ltd. is a large enterprise with long-term cooperation vision or its subordinate enterprises
Strategic cooperation relationship with the issuer in business operation
3. Shandong Caixin Investment Co., Ltd. is a large enterprise or its subordinate enterprise with long-term cooperation vision
Strategic cooperation relationship with the issuer in business operation
Wuxi Shanshui industry investment and Development Co., Ltd. is a large enterprise or 10000 subordinate enterprises with long-term cooperation vision
Strategic cooperation relationship with the issuer in business operation
5. Zhongjing Investment Holding Group Co., Ltd. is a large enterprise or its subordinate enterprise with long-term cooperation vision
China Securities Co.Ltd(601066) senior managers and core employees of the issuer of softcom power No. 1 strategic placement set
6. The asset management plan participated in the special asset 1710280 management plan established by this strategic placement
China Securities Co.Ltd(601066) senior managers and core employees of the issuer of softcom power No. 2 strategic placement set
7he asset management plan participated in the special asset 858780 management plan established by this strategic placement
Total 6469060
Note: the fund raised in the China Securities Co.Ltd(601066) softcom power strategic placement collective asset management plan is 256.91 million yuan (including product related fund position), and the upper limit of subscription scale (including new share placement brokerage commission) is 256906 million yuan;
The "strategic placement amount" in the above table refers to the strategic placement amount agreed in the strategic investor subscription agreement for initial public offering of RMB common shares (A shares) by softcom power information technology (Group) Co., Ltd. (the "strategic placement agreement") signed by the strategic investor and the issuer.
The strategic investor agrees to place the shares at the final issue price. The number of shares placed is rounded down according to the calculation result of the following formula, accurate to shares. The number of shares placed = the amount of subscription money allocated to the strategic investor / the issue price.
The amount of follow-up investment of China Securities Co.Ltd(601066) Investment Co., Ltd., the alternative investment subsidiary of the sponsor China Securities Co.Ltd(601066) is expected to be 5.00% of the amount of this issuance (if the offering price exceeds the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations).
(IV) placing conditions
Upon verification by China Securities Co.Ltd(601066) securities, Minsheng securities and Beijing Deheng Law Firm (hereinafter referred to as "Deheng lawyer"), the strategic investors participating in the strategic placement have signed the placement agreement with the issuer, will not participate in the preliminary inquiry of the issuance, and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer, the lead underwriter and the joint lead underwriters.
(V) sales restriction period
The strategic placement objects of this issuance are China Insurance Investment Fund (limited partnership), Nanchang new century Venture Capital Co., Ltd., Shandong Caixin Investment Co., Ltd., Wuxi Shanshui Industry Investment Development Co., Ltd., Zhongjing Investment Holding Group Co., Ltd. China Securities Co.Ltd(601066) softcom power No. 1 strategic placement collective asset management plan China Securities Co.Ltd(601066) softcom power No. 2 strategic placement collective asset management plan, with a restricted period of 12 months; Related investment subsidiaries of the sponsor (if the offering price exceeds the lower of the median and weighted average of offline investors' quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations) It is China Securities Co.Ltd(601066) Investment Co., Ltd., and the sales restriction period of its allocated shares is 24 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.
After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
2、 Subject qualification of participants in this strategic placement
(I) China Insurance Investment Fund (limited partnership) (hereinafter referred to as "China Insurance Investment Fund")
1. Basic information
According to the business license and partnership agreement provided by China Insurance Investment Fund, the basic information of China insurance investment fund is as follows:
Company name: China Insurance Investment Fund (limited partnership)
Company type: limited partnership
Unified social credit code 91310000ma1fl1nl88
Address: 20 / F, No. 18, Dongyuan Road, China (Shanghai) pilot Free Trade Zone
Executive partner China Insurance Investment Co., Ltd
The registered capital is 5875 million yuan
Date of establishment: February 6, 2016
Business term: February 6, 2016 to no fixed term
Business scope: equity investment management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The establishment of the partnership and the termination of the existence of the limited partnership fund in accordance with the relevant laws and regulations of China shall not be valid in accordance with the relevant laws and regulations. On May 18, 2017, China Insurance Investment Fund handled the filing of Private Equity Fund (No.: sn9076), and the fund manager is China Insurance Investment Co., Ltd. (Registration No.: p1060245).
2. Ownership structure
According to the business license, partnership agreement and other information provided by China Insurance Investment Fund, as of January 14, 2022, the equity structure of China insurance investment fund is as follows:
Proportion of subscribed capital contribution
Serial number partner name partner type (100 million yuan) (%)
1 China Insurance Investment Co., Ltd. 9.76 1.16 general partner
2 limited partner of Ancheng Property Insurance Co., Ltd
3 ICBC AXA Life Insurance Co., Ltd. 26.00 3.10 limited partner
4 Everbright Yongming Life Insurance Co., Ltd. 11.50 1.37 limited partner
5 Guohua Life Insurance Co., Ltd. 1.70 0.20 limited partner
6 Guoyuan Agricultural Insurance Co., Ltd. 3.00 0.36 limited partner
7 Huatai Insurance Group Co., Ltd. 1.60 0.19 limited partner
8 Huatai Property Insurance Co., Ltd. 2.40 0.29 limited partner
9 Huatai Life Insurance Co., Ltd. 3.00 0.36 limited partner
10 CCB Life Insurance Co., Ltd. 22.40 2.67 limited partner
11 BOCOM Kanglian Life Insurance Co., Ltd. 1.00 0.12 limited partner
12 interest
