Haitong Securities Company Limited(600837)
About Beijing Geling Shentong Information Technology Co., Ltd
Strategic placement of initial public offering
of
Special verification report
Sponsor (lead underwriter)
(address: No. 689, Guangdong Road, Shanghai)
February 2022
The application documents of Beijing Geling Shentong Information Technology Co., Ltd. (hereinafter referred to as “Geling Shentong”, “issuer” or “company”) for initial public offering (hereinafter referred to as “this offering”) and listing on the science and innovation board were reviewed and approved by the stock listing committee of Shanghai Stock exchange (hereinafter referred to as “Shanghai Stock Exchange”) on November 9, 2021, On November 1, 2021, it was registered and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC” and “CSRC”) in zjxk [2022] No. 64 document. The sponsor (lead underwriter) of this offering is Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting (revised in 2018) (hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of initial public offering shares on the science and Innovation Board (for Trial Implementation) The measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (hereinafter referred to as the “implementation measures”), 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 code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), the proposal of the self regulatory committee for public offering of shares on the science and Innovation Board of Shanghai Stock Exchange on promoting securities companies to optimize the underwriting work of stock Issuance on the science and Innovation Board (hereinafter referred to as the “proposal”), and other relevant laws According to the regulations and other relevant documents, the lead underwriter verifies the qualification of strategic placement of initial public offering shares of Beijing Geling Shentong Information Technology Co., Ltd. and issues this verification report.
1、 Basic information of strategic placement (I) number of strategic placement
46245205 shares are proposed to be issued to the public, accounting for 25.00% of the total share capital of the company after issuance. All of them are new shares issued to the public, and the shareholders of the company will not offer shares to the public. In this offering, the number of shares issued by the initial strategic placement is 2312260 shares, accounting for 5% of the number of shares issued this time. The number of shares invested by the relevant subsidiaries of the sponsor does not exceed 5% of the shares issued this time, that is, 2312260 shares. The balance between the initial distribution and the final distribution of the strategic distribution network. (II) 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 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. 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 managers and core employees of the issuer participated in the special asset management plan established by this strategic placement.
The issuer and the recommendation institution (lead underwriter) determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:
Serial number name institution type restricted period of allocated shares
1. Relevant subsidiaries of the sponsor of Haitong innovation Securities Investment Co., Ltd. participating in follow-up investment for 24 months
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 IPO shares is less than 100 million, the number of strategic investors shall not exceed 10. The placement of this offering to one strategic investor is in line with Article 6 of the underwriting guidelines.
The compliance of investors in the strategic placement of this offering is detailed in “II. Compliance of the objects participating in the strategic placement of this offering” in this verification report. (III) participation scale of strategic placement
1. A total of one investor participated in the strategic placement. The initial number of shares issued by the strategic placement was 2312260 shares, accounting for about 5% of the number of shares issued this time. Among them, the number of shares expected to be invested by the relevant subsidiaries of the sponsor is 5% of the shares issued this time, that is, 2312260 shares. It meets 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 allocated by strategic investors should not exceed 20% of the number of shares in this public offering.
2. According to the underwriting guidelines, Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as “Haitong venture capital”) will subscribe for 2% to 5% of the issuer’s shares in this public offering according to the stock issuance price, and the specific proportion will be determined according to the size of the issuer’s shares in this public offering:
(1) If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
(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 ratio 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. The specific follow-up investment amount will be determined after the issuance price is determined on March 3, 2022 (T-2).
The initial number of follow-up shares of Haitong venture capital is 5% of the number of this public offering, that is, 2312260 shares. Since the final subscription quantity of Haitong venture capital is related to the final issuance scale, the sponsor (lead underwriter) has the right to adjust the final subscription quantity of Haitong venture capital after determining the issuance price. (IV) placing conditions
The strategic investor has signed a strategic placement agreement with the issuer, does not participate in the preliminary inquiry of this offering, and promises to subscribe for the number of shares it has promised to subscribe at the issue price determined by the issuer and the lead underwriter.
The announcement on the IPO arrangement and preliminary inquiry of Beijing Geling Shentong Information Technology Co., Ltd. and its listing on the science and innovation board, published on February 25 (T-6), 2022, will disclose the strategic placement method, the upper limit of the number of strategic placement shares, the selection criteria of strategic investors, etc.
On March 2, 2022 (T-3), the strategic investors will pay the subscription capital to the lead underwriter in full. After determining the issuance price, the lead underwriter shall determine the final placement amount and quantity of each investor according to the pricing of this issuance, and notify the strategic placement investor. If the amount allocated to the strategic placement investor is lower than its pre paid amount, the lead underwriter will return the difference in time. The announcement on the initial public offering and listing of Beijing Geling Shentong Information Technology Co., Ltd. on the science and Innovation Board announced on March 4 (t-1) 2022 will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the sales restriction period. The announcement on the results of initial public offering of shares by Beijing Geling Shentong Information Technology Co., Ltd. and listing on the science and Innovation Board offline preliminary placement and online lottery results announced on March 9, 2022 (T + 2) will disclose the names of the strategic investors finally allocated, the number of shares and the arrangement of the sales restriction period. (V) sales restriction period
Haitong venture capital promises to obtain the restricted sale period of the shares placed this time is 24 months from the date of the issuer’s initial public offering and listing.
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 Shanghai Stock Exchange on share reduction. (VI) verification
The lead underwriter and its hired Shanghai jintiancheng law firm have checked the selection criteria of strategic investors, the qualification of placement and whether there are prohibited circumstances specified in Article 9 of the underwriting guidelines, and required the issuer to issue a letter of commitment on the verification matters. Relevant verification documents and legal opinions will be disclosed on March 4, 2022 (t-1).
2、 On the compliance of the strategic placement objects participating in this offering (I) the subject qualification of the strategic placement objects participating in this offering
1. Haitong innovation Securities Investment Co., Ltd. (related subsidiaries of the sponsor participating in the follow-up investment)
(1) Basic information
Enterprise name Haitong innovation Securities Investment Co., Ltd. unified social code 9131 North Huajin Chemical Industries Co.Ltd(000059) 4731424m / registration number
Type: limited liability company (non natural person investment or holding), legal representative: Shi Jianlong
(sole proprietorship of legal person)
Date of establishment: RMB 11.54 million
Address: room 107n, building 2, No. 774, Changde Road, Jing’an District, Shanghai
The business term is from April 24, 2012 to the non agreed term
Business scope: securities investment, financial product investment, equity investment.
[for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Shareholder Haitong Securities Company Limited(600837)
Key personnel: Shi Jianlong, Yu Jiting, Chang Hong
(2) Controlling shareholder and actual controller
The controlling shareholder of Haitong venture capital is Haitong Securities Company Limited(600837) , and the actual controller is Haitong Securities Company Limited(600837) .
(3) Strategic placement qualification
Haitong venture capital, as an alternative investment subsidiary of the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) , is a subsidiary of the recommendation institution participating in the follow-up investment. It is qualified to participate in the strategic placement of the issuer’s initial public offering, and complies with the relevant provisions of Chapter III of the underwriting guidelines on “follow-up investment of relevant subsidiaries of the recommendation institution”.
(4) Association relationship
After verification, Haitong venture capital is an alternative investment subsidiary of Haitong Securities Company Limited(600837) ; Haitong venture capital has no relationship with the issuer.
(5) Sources of subscription funds participating in strategic placement
The sponsor (lead underwriter) has verified the audit report of the latest year and the financial report of the latest period provided by Haitong venture capital, and the working capital of Haitong venture capital is sufficient to cover the subscription capital of the strategic placement agreement signed between Haitong venture capital and the issuer; Meanwhile, Haitong venture capital issued a commitment that the funds used by Haitong venture capital to pay this strategic placement are its own funds. (II) strategic placement agreement of strategic investors
The issuer signed the strategic placement agreement of strategic investors participating in the issuance with the allocated objects determined above, and agreed on the subscription amount, payment time and refund arrangement, sales restriction period, confidentiality obligation, liability for breach of contract, etc.
The content of the strategic placement agreement for strategic investors signed by the issuer and the strategic placement investors of this offering does not violate the provisions of laws, regulations and normative documents such as the contract series of the civil code of the people’s Republic of China, and the content is legal and effective. (III) compliance opinions
1. There are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines for the placement of shares by the issuer and the lead underwriter to strategic investors in this issuance.
The prohibited situations stipulated in Article 9 of the underwriting guidelines are:
(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) In addition to the employee stock ownership plan and securities investment fund, strategic investors use non self owned funds to subscribe for the issuer’s shares, 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.
2. Haitong venture capital currently exists legally. As an alternative investment subsidiary established by Haitong Securities Company Limited(600837) according to law, it meets the criteria for the issuer to select strategic investors, meets the relevant provisions of Article 8 (IV) of the underwriting guidelines and other relevant laws and regulations, and is qualified to participate in the strategic placement of the issuer’s initial public offering. At the same time, this strategic placement is not prohibited by Article 9 of the underwriting guidelines, and complies with the relevant provisions of laws and regulations.
4、 Lawyer’s verification opinion
After the qualification of the underwriter selected by Jincheng law firm and Article 9 of the guidelines for the implementation of the laws and regulations of Shanghai Jincheng law firm are not in conformity with the relevant provisions of the guidelines for the selection of underwriters and regulations of Shanghai Jincheng law firm, Qualified to participate in the strategic placement of this offering.
5、 Verification conclusion of lead underwriter
In conclusion, after verification, the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) 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; 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; The issuer and the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) make strategic placement investment to this offering
