China Greatwall Securities Co.Ltd(002939)
Special verification report on the verification of strategic investors of Zhuhai Gaoling Information Technology Co., Ltd. in its initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter): China Greatwall Securities Co.Ltd(002939)
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the "lead underwriter", "sponsor" and " China Greatwall Securities Co.Ltd(002939) ") as the sponsor and lead underwriter of Zhuhai Gaoling Information Technology Co., Ltd. (hereinafter referred to as the "issuer" and "Gaoling information") for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "this offering"), verified the strategic placement of this offering, And in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "implementation measures") In accordance with 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"), the underwriting specifications for initial public offering of shares under the registration system and other laws, regulations and normative documents, the strategic investors of Gaoling information in this offering were verified, Issue the following special verification report and entrust Guangdong Huashang law firm to verify matters related to strategic placement.
Based on the relevant materials provided by the issuer and strategic investors, and according to the verification opinions issued by Guangdong Huashang law firm and the relevant verification results conducted by China Greatwall Securities Co.Ltd(002939) China Greatwall Securities Co.Ltd(002939) issues the following special verification report on the strategic placement.
1、 Approval and authorization of this issuance and listing on the science and Innovation Board
(I) approval of the board of directors of the Issuer on this issuance and listing
On February 20, 2021, the issuer convened the 15th meeting of the second board of directors in accordance with legal procedures, deliberated and approved the relevant proposals on initial public offering and listing on the science and innovation board.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On March 7, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the relevant proposals on IPO and listing on the science and innovation board.
(III) examination and approval of Shanghai Stock Exchange and CSRC on this issuance and listing
On September 30, 2021, the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange issued the announcement on the results of the 75th review meeting of the Municipal Committee of the science and innovation board in 2021. According to the contents of the announcement, the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange
The 75th meeting of 2021 was held on September 30, 2021. Zhuhai Gaoling Information Technology Co., Ltd. has been approved to be issued and listed (initial public offering).
The China Securities Regulatory Commission (hereinafter referred to as the "CSRC") has issued the reply on Approving the registration of Zhuhai Gaoling Information Technology Co., Ltd. for initial public offering of shares (zjxk [2022] No. 201) and agreed to the issuer's application for registration of initial public offering of shares.
2、 Placement of strategic investors in this offering
The relevant plans for the strategic placement of the issuer's shares are as follows:
(I) determination of strategic placement object
The strategic placement object of this issuance must be one of the circumstances that meet the provisions of Article 8 of the underwriting guidelines: 1. Large enterprises or their subordinate enterprises that have a strategic cooperative relationship or long-term cooperative vision 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. A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation;
4. Relevant subsidiaries of the sponsor participating in the follow-up investment;
5. The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
6. Other strategic investors who comply with laws, regulations and business rules.
According to the provisions of relevant laws and regulations, the issuer and the recommendation institution (lead underwriter) determine the strategic placement objects of this issuance as follows:
S / N name organization type sales restriction period
1. China Electronics Technology Investment Holding Co., Ltd. has a strategic 12-month relationship or long-term cooperation vision with the issuer
2. 12 months in the company or its subordinate enterprises
Large insurance with long-term investment intention
China Insurance Investment Fund (Co., Ltd.)
3. The company or its subordinate enterprises and national large enterprises (12-month partnership)
Investment fund or its subordinate enterprises
4. Relevant subsidiaries of the sponsor participating in the follow-up investment of Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd. for 24 months
Company division
Note: the restricted period is calculated from the date of listing of the shares issued this time
According to Article 6 of the underwriting guidelines, if the number of initial public offering shares is less than 100 million shares, the number of strategic investors shall not exceed 10. The placement to four strategic investors in this offering complies with Article 6 of the underwriting guidelines.
(II) participation scale of strategic placement
The number of shares to be issued this time is 23226595, accounting for 25% of the total share capital after issuance. The initial number of strategic allotments issued in this issuance was 4645319 shares, accounting for 20% of this issuance. The difference between the final placement quantity and the initial placement quantity of strategic investors is transferred back to offline issuance.
1. According to the underwriting guidelines, Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd. (hereinafter referred to as "Great Wall Investment") promises to subscribe for 2% to 5% of the issuer's shares in this public offering according to the stock issuance price, and the specific proportion is determined according to the scale 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 investment scale is more than RMB 2 billion but less than RMB 5 billion;
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.
The specific proportion and follow-up investment amount will be determined after the issuance price is determined on March 2, 2022 (T-2). The initial strategic placement issued by Great Wall Investment Co., Ltd. was 1161329 shares, accounting for 5.00% of the public offering. As the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the sponsor (lead underwriter) will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price. The difference between the final subscription amount and the initial subscription amount of Great Wall investment will be allocated back to other strategic investors first.
2. The total amount to be subscribed by other strategic investors this time shall not exceed 280 million yuan (including the brokerage commission for the placement of new shares). The list of other strategic investors to participate in this strategic placement and the proposed subscription are as follows:
Upper limit of subscription amount promised in order (including name of new strategic investor and investor type)
Allotment Commission of No. shares (10000 yuan)
1. CETC investment holding has a strategic cooperative relationship with the issuer or 16000
Large enterprises with long-term cooperation vision or their subordinate enterprises
Southern industrial asset management;
2 li Co., Ltd. 10000
Large insurance companies with long-term investment intention or their
China insurance investment base
3 subordinate enterprises, national large investment funds or their subordinates
Gold (limited partnership)
Affiliated enterprise
Total 28000
Note: the "committed subscription amount" in the above table refers to the committed subscription amount agreed in the strategic investor placement agreement of Zhuhai Gaoling Information Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "strategic investor placement agreement") signed by the strategic investor and the issuer. The committed subscription amount includes the brokerage commission for the placement of new shares.
3. A total of 4 investors participated in the strategic placement, and the initial number of strategic placement shares was 4645319 shares (the upper limit of the expected number of subscribed shares), accounting for 20% of the number of shares issued this time, which is in line with the requirements of the implementation measures and the underwriting guidelines that there should be no more than 10 strategic investors in this issuance, The total number of shares placed by strategic investors shall not exceed 20% of the number of shares issued to the public.
(III) placing conditions
The strategic investors participating in this strategic placement have signed the strategic investor placement agreement with the issuer, do not participate in the preliminary inquiry of this issuance, and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter).
The announcement on the IPO arrangement and preliminary inquiry of Zhuhai Gaoling Information Technology Co., Ltd. and its listing on the science and Innovation Board announced on T-6 will disclose the strategic placement method, the upper limit of the number of strategic placement shares, and the selection criteria of strategic investors. Before T-3 (including the same day), the strategic investor will pay the subscription capital and the brokerage commission for the placement of new shares to the sponsor (the lead underwriter) (the subsidiary of the sponsor does not need to pay the brokerage commission for the placement of new shares). The announcement on the initial public offering of Zhuhai Gaoling Information Technology Co., Ltd. and its listing on the science and Innovation Board announced on T-1 will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the restricted sales period. The announcement of initial offline placement results and online winning results of Zhuhai Gaoling Information Technology Co., Ltd. initial public offering of shares and listing on the science and Innovation Board announced on T + 2 will disclose the name of the final allocated strategic investors, the number of shares and the arrangement of the sales restriction period.
3、 Selection criteria and placement qualification of strategic investors
(I) Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd
1. Basic information
Enterprise name: Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd. unified social agent 91440 Shenzhen Microgate Technology Co.Ltd(300319) 644705w
Company code / registration number
Type limited liability company (sole proprietorship of legal person) legal representative Tong Qiang
Registered capital: RMB 1 million date of establishment: November 24, 2014
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Business term: from November 24, 2014 to---
General business items are: equity investment; Investment in financial products and other alternative investment businesses (except for the items prohibited by laws, administrative regulations and decisions of the State Council, and the restricted items can be operated only after obtaining permission)
Shareholder China Greatwall Securities Co.Ltd(002939) shareholding ratio: 100.00%
2. Controlling shareholder and actual controller
The controlling shareholder and actual controller of Great Wall investment is China Greatwall Securities Co.Ltd(002939) .
3. Strategic placement qualification
According to the implementation measures and underwriting guidelines, the science and Innovation Board tried out the follow-up investment system of relevant subsidiaries of the sponsor. The alternative investment subsidiary legally established by the issuer's recommendation institution or other alternative investment subsidiaries legally established by the securities company that actually controls the recommendation institution participate in the strategic placement of the issuer's initial public offering, and set a sales restriction period for the allocated shares.
Great Wall investment, a wholly-owned subsidiary of China Greatwall Securities Co.Ltd(002939) the sponsor of the issuer, is qualified to participate in the strategic placement of this offering and meets the provisions of Article 8 (IV) of the underwriting guidelines.
4. Association relationship
Great Wall investment is a wholly-owned subsidiary of China Greatwall Securities Co.Ltd(002939) . Great Wall investment has no relationship with the issuer. 5. Sources of subscription funds participating in strategic placement
The subscription funds of Great Wall Investment participating in the strategic placement are its own funds.
6. Other commitments related to this offering
Great Wall 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 act of transferring improper interests between the company and 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.
(II) CETC Investment Holding Co., Ltd. (hereinafter referred to as "CETC investment")
1. Basic information
Enterprise name: China Electronics Technology Investment Holding Co., Ltd. unified social agent 91110 Sgis Songshan Co.Ltd(000717) 83888xg
