Dongxing Securities Corporation Limited(601198)
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
Special verification report for strategic investors in initial public offering
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ,” sponsor “or” lead underwriter “) is the sponsor and lead underwriter of Ganzhou Tengyuan cobalt industry new materials Co., Ltd. (hereinafter referred to as” Tengyuan cobalt industry “,” issuer “or” company “) for initial public offering of shares and listing on GEM (hereinafter referred to as” this offering “), In accordance with the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) and the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”) This special verification report is issued in accordance with the provisions of relevant laws, regulations and other relevant documents such as the detailed rules for the implementation of the issuance and underwriting business of initial public offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as the “detailed rules for the implementation of business”) and the strategic placement of initial public offering of shares of Tengyuan cobalt industry. 1、 Approval and authorization of this issuance and listing on GEM
(I) approval of the board of directors of the Issuer on this issuance and listing
On August 24, 2020, the issuer held the 11th meeting of the second board of directors, deliberated and adopted the relevant proposals on this issuance and listing.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On September 8, 2020, the issuer held the sixth extraordinary general meeting of shareholders in 2020, deliberated and approved the relevant proposals on this issuance and listing.
(III) examination and approval of Shenzhen Stock Exchange and China Securities Regulatory Commission on this issuance and listing
On September 9, 2021, Tengyuan cobalt’s application for initial public offering and listing on the gem was considered and adopted at the 56th meeting of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
On December 21, 2021, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on Approving the registration of initial public offering of shares of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (zjxk [2021] No. 4042), agreeing to the registration application of the issuer for initial public offering of shares.
(IV) examination and approval of the issuer’s participation in the strategic placement
On January 20, 2022, the issuer held the 23rd Meeting of the second board of directors, deliberated and approved the relevant proposals on determining the specific plan of this issuance, and senior managers and core employees participating in the strategic placement of the company’s issuance and listing through the special asset management plan.
2、 About the determination of the strategic placement object and the number of shares placed in this issuance
The relevant plans for the strategic placement of the issuer’s shares are as follows:
(I) determination of strategic placement object
The issuer and the lead underwriter determine the objects participating in the strategic placement according to the number and actual needs of the initial public offering and the provisions of relevant laws and regulations:
1. Large enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer or their subordinate enterprises: China North Industry Co., Ltd. (hereinafter referred to as “north industry”), Wanxiang 123 Co., Ltd. (hereinafter referred to as “Wanxiang 123”), Saic Motor Corporation Limited(600104) (hereinafter referred to as ” Saic Motor Corporation Limited(600104) ), Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as” Cngr Advanced Material Co.Ltd(300919) ) Ganfeng Lithium Co.Ltd(002460) (hereinafter referred to as ” Ganfeng Lithium Co.Ltd(002460) );
2. The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement: China Securities Co.Ltd(601066) Tengyuan cobalt industry No. 1 strategic placement collective asset management plan;
3、 Sponsor Dongxing Securities Corporation Limited(601198) related subsidiaries (if any): Dongxing Securities Corporation Limited(601198) Investment Co., Ltd. (hereinafter referred to as “Dongxing investment”) (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). If the relevant subsidiary of the sponsor participates in the strategic placement of this issuance, the relevant subsidiary of the sponsor promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and will not seek the control of the issuer during the restricted sale period of the allocated shares. The initial strategic placement quantity of this issuance is 6297380 shares, accounting for 20% of this issuance quantity; A total of 6 strategic investors participated in the strategic placement (if the relevant subsidiaries of the sponsor follow the investment, the number of strategic investors is 7). It complies with the provisions of Article 29 of the detailed rules for the implementation of business that if the number of initial public offerings is less than 100 million shares, the number of strategic investors shall not exceed 10, and the total amount of securities allotted shall not exceed 20% of the number of publicly issued securities.
(II) participation scale
The specific proportion and amount will be determined after the issue price is determined on T-2.
1. The list of investors to participate in the strategic placement and the upper limit of their subscription amount are as follows:
Serial number name of strategic investor type of investor maximum subscription amount (10000 yuan)
China North Industry Co., Ltd. has a strategic cooperative relationship with the issuer or
1 large enterprises with long-term cooperation vision or their subordinate enterprises 28000
Wanxiang 123 Co., Ltd. has a strategic cooperative relationship with the issuer or
2 large enterprises with long-term cooperation vision or their subordinate enterprises 15000
Saic Motor Corporation Limited(600104) has a strategic cooperative relationship with the issuer or
3 large enterprises with long-term cooperation vision or their subordinate enterprises 25000
Cngr Advanced Material Co.Ltd(300919) has a strategic cooperative relationship with the issuer’s business or
4 large enterprises with long-term cooperation vision or their subordinate enterprises 10000
Ganfeng Lithium Co.Ltd(002460) has a strategic cooperative relationship with the issuer or
5 large enterprises with long-term cooperation vision or their subordinate enterprises 20000
China Securities Co.Ltd(601066) Tengyuan cobalt industry No. 1 strategy is participated by senior managers and core employees of the issuer
6. Collective asset management plan the special asset management plan established in this strategic placement is 7000
The number of follow-up investment (if any) of relevant subsidiaries of the recommendation institution shall not exceed 5% of the number of shares issued this time, i.e. 15743450 shares, Alternative investment subsidiary (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).
The senior managers and core employees of the issuer participated in the special asset management plan established by the strategic placement. It is estimated that the subscription amount will not exceed 70 million yuan, and the subscription amount will not exceed 10% of the issuance amount, i.e. 31486900 shares.
The participation scale of this strategic placement complies with the relevant provisions of Article 44 of the business implementation rules and paragraph 1 of Article 18 of the special provisions.
(III) placement conditions and strategic placement callback arrangements
All investors participating in the strategic placement signed the strategic placement agreement with the issuer. The strategic investors did not participate in the preliminary inquiry of the issuance and promised to subscribe for the number of shares they promised to subscribe at the issuance price determined by the issuer and the sponsor (lead underwriter).
The preliminary inquiry and promotion announcement released on T-6 will disclose the strategic placement method, the upper limit of the number of strategic placement shares, the selection criteria of strategic investors, etc.
On T-3, the strategic investor will pay the subscription capital in full to the sponsor (lead underwriter) according to the subscription scale promised in the strategic placement agreement. The strategic investor agrees that the issuer will place shares with the issuer at the final issue price, and the number of shares placed shall be the lower of the number of shares initially subscribed and the number of shares determined by the issue price determined according to the preliminary inquiry results and the actual payment amount. The calculation method of the number of shares determined based on the issuance price determined according to the preliminary inquiry results and the actual payment amount is as follows: the number of shares = the actual payment amount ÷ the issuance price, rounded down to single digits.
After the issue price is determined, if the number of shares corresponding to the subscription funds actually paid by the strategic placement investors on T-3 day is greater than or equal to the initial strategic placement quantity, or the strategic investors fail to pay the subscription funds in full, but after the issue price is determined, If the number of shares corresponding to the subscription funds actually paid by the strategic placement investors on T-3 is still greater than or equal to the initial strategic placement quantity, the issuer and the lead underwriter have the right to place the initial strategic placement quantity between the fully paid strategic investors according to the amount not exceeding their committed subscription and actual payment, without callback. In this case, the allocation among strategic investors shall be carried out in accordance with the principles agreed between the issuer and the lead underwriter. If, after the issuance price is determined, the total number of shares paid in by all strategic investors is lower than the initial number of strategic placement (i.e. 6297380 shares), the number of shares paid in by strategic investors is the final number of strategic placement, and the difference between the final number of strategic placement and the initial number of strategic placement will be first transferred back to offline issuance on T-2. If the above call back occurs, the number of offline issues disclosed in the issuance announcement on T-1 will increase correspondingly compared with the initial number of offline issues. The issuance announcement announced on T-1 will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the restricted sale period. The announcement on the results of offline preliminary placement announced on T + 2 will disclose the names of strategic investors, the number of shares and the arrangement of the restriction period.
The number of shares paid in by strategic investors is the result calculated according to the following formula, rounded down and retained to single digits: the number of shares paid in by strategic investors = the actual payment amount ÷ the issue price.
(IV) sales restriction period
The main body of follow-up investment (if any) of relevant subsidiaries of the sponsor is Dongxing investment, and the sales restriction period of the allocated shares for this follow-up investment is 24 months; The restricted period of shares allocated to other strategic investors is 12 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.
(V) contributions
The strategic investor shall pay the subscription fund in full to the sponsor (lead underwriter) on T-3. If the subscription amount exceeds the final allocation amount, the excess amount will be returned to the strategic investor. Grant Thornton Certified Public Accountants (special general partnership) will verify the receipt of subscription funds paid by strategic investors on T + 4 and issue a capital verification report.
3、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. China North Industry Co., Ltd
(1) Basic information
According to the business license, articles of association and other materials provided by northern industry, the basic information of northern industry is as follows:
Company name: China North Industry Co., Ltd
Legal representative: Zhang Guanjie
Date of establishment: May 20, 1981
Unified social credit code 9111 Shenzhen Ecobeauty Co.Ltd(000010) Fawer Automotive Parts Limited Company(000030) 7g
Address: No.12, South Guanganmen street, Xicheng District, Beijing
The registered capital is 2602774 million yuan
Import and export of special machinery and equipment and agent import and export; Operating or acting other than national organizations
16 kinds of export commodities under unified joint operation and 14 kinds of export commodities operated by approved companies by the state
Import and export business of other commodities and technologies other than imported commodities; Entrepot trade; undertake
Processing with supplied materials, processing with supplied samples, assembling with supplied parts, compensation trade and carrying out trade according to regulations
Trade in goods; Contracting foreign projects in the industry; Domestic and foreign funded projects; Required for the above works
Business scope: export of equipment and materials; Dispatch various engineering, production and labor personnel of the industry.
Wholesale and retail cars (including cars sold directly to end users); Import, easy
Sales of black and non-ferrous metals, materials (excluding rare and precious metals) and wood under the goods;
Car Rental; China sales of approved import and export commodities and imported commodities under barter
