Haitong Securities Company Limited(600837) about Shaanxi Sirui New Material Co., Ltd
Strategic placement of initial public offering
of
Special verification report
Sponsor (lead underwriter)
(address: No. 689, Guangdong Road, Shanghai)
February 2022
Shaanxi Sri New Material Co., Ltd. (hereinafter referred to as “Sri new material”, “issuer” or “company”) applied for initial public offering (hereinafter referred to as “this offering”) and listing on the science and innovation board, which was reviewed and approved by the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on April 30, 2021, On January 21, 2022, it was registered and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC” and “CSRC”) in zjxk [2022] No. 162. 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 Shaanxi Sirui new materials Co., Ltd. and issues this verification report.
1、 Basic information of strategic placement (I) number of strategic placement
This public offering of 40.01 million shares, accounting for 10.00% of the total share capital of the company after issuance, is a public offering of new shares, and the shareholders of the company do not offer shares to the public. In this offering, the number of shares issued by the initial strategic placement is China Cssc Holdings Limited(600150) 0 shares, accounting for 15% 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, 200500 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 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 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:
No. of restricted period of allocated shares institution name institution type
limit
Haitong futures Sri new material employee participation section
Participation of senior management and core employees of the issuer
1. The management of collective assets of Chuang ban strategic placement is 12 months
Special asset management plan established in this strategic placement
Row
2. 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 two strategic investors is in line with Article 6 of the business guidelines.
The compliance of investors in the strategic placement of this offering is detailed in “II. Compliance of participants in the strategic placement of this offering” in this report. (III) participation scale of strategic placement
1. A total of 2 investors participated in the strategic placement, and the initial number of shares issued by the strategic placement was China Cssc Holdings Limited(600150) 0 shares, accounting for about 15% of the number of shares issued, of which the initial number of shares of relevant subsidiaries of the sponsor was 5% of the shares issued to the public, i.e. 200500 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.
Haitong venture capital’s estimated number of follow-up shares is 5% of the number of this public offering, that is, 200500 shares. Since the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price.
3. Haitong futures Sri new material employees participate in the collective asset management plan for strategic placement on the science and Innovation Board (hereinafter referred to as “Sri new material special asset management plan”), the number of strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 4001000 shares, and the upper limit of subscription scale (including new share placement brokerage commission) shall not exceed 36 million yuan. (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 Shaanxi Sri new materials 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 investor will pay the subscription capital and the corresponding brokerage commission for the placement of new shares to the sponsor (the lead underwriter) (except for the relevant subsidiaries of the sponsor participating in the follow-up investment). 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. On March 4, 2022 (t-1), Shaanxi Sirui new materials Co., Ltd. issued its initial public offering of shares and made its investment in Kechuang
Wait. The announcement of initial offline placement results and online winning results of initial public offering of shares and listing on the science and Innovation Board of Shaanxi Sirui new materials Co., Ltd. announced on March 9 (T + 2), 2022 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.
The restricted sale period of the shares allocated to Sri new materials special asset management plan is 12 months, which shall be calculated from the date of listing of the shares issued to the public on the Shanghai 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 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、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. Sri new material special asset management plan
(1) Basic information
Haitong futures Sri new material employees participate in the collective asset management plan for strategic placement on the science and Innovation Board (hereinafter referred to as “Sri new material special asset management plan”), the number of strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 4001000 shares, and the upper limit of subscription scale (including new share placement brokerage commission) shall not exceed 36 million yuan. The details are as follows:
Name: Haitong futures Sri new material employees participate in the collective asset management plan of strategic placement on the science and Innovation Board
Date of establishment: February 10, 2022
Scale of raised funds: 36 million yuan
Product filing information: the product code is sva345 and the filing date is February 14, 2022
Manager: Haitong Futures Co., Ltd
Custodian: China Merchants Bank Co.Ltd(600036) Shanghai Branch
Actual controlling subject: the actual controlling subject is Haitong Futures Co., Ltd., and the senior managers and core employees of the issuer are non actual controlling subjects
A total of 6 people participated in the special asset management plan of Sri new materials. The names, positions, actual payment amount, holding proportion of asset management plan shares and employee types of the participants are as follows:
Actual paid in asset management plan
The holding ratio of job payment amount of the company in which the sequence name belongs to the employee category
No. (10000 cases)
(yuan)
1 Wu Xuhong, general manager of Sri new materials 801.00 22.25% senior managers
2 Xu Runsheng, chief financial officer and board secretary of Sri Xincai 567.00 15.75% senior management
3 Ma Guoqing, deputy general manager of Sri new materials 900.00, 25.00% senior managers
4 Zhang hangsri new material deputy general manager 504.00 14.00% senior management
5. Served as deputy general manager of leisrui copper alloy 396.00 11.00% core employees
6 Wang Lei, Sri Xincai securities affairs representative 432.00 12.00% core employees
Total 360000 100.00%-
Note 1: the difference in the mantissa between the sum of the total number and the number of each part is caused by rounding. Note 2: the total payment amount of the special asset management plan of Sri new materials is 36 million yuan, of which the upper limit of the subscription amount used to participate in the strategic placement (including the brokerage commission for the placement of new shares) does not exceed 36 million yuan.
Note 3: the final number of subscribed shares will be confirmed after the issue price is determined on March 3, 2022 (T-2).
Note 4: Sri copper alloy refers to Xi’an Sri advanced copper alloy technology Co., Ltd., which is a wholly-owned subsidiary of the issuer.
After verification by the lead underwriter and Shanghai jintiancheng law firm, and confirmed by the issuer, the share holders of the special asset management plan of Sri new materials are the senior managers and core employees of the issuer, and the above personnel have signed labor contracts with the issuer or its subsidiaries. Haitong futures Sri new material employees’ participation in the collective asset management plan of the strategic placement of the science and innovation board belongs to “the special asset management plan established by the issuer’s senior management and core employees participating in the strategic placement.”
(2) Resolution of the board of directors
On July 17, 2021, Sri new material held the 36th meeting of the second board of directors to review and approve
