Citic Securities Company Limited(600030)
About Shaanxi Laite photoelectric material Co., Ltd
Strategic investors in IPO
of
Special verification report
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ," sponsor "or" sponsor (lead underwriter) ") as the lead underwriter of Shaanxi Laite photoelectric materials Co., Ltd. (hereinafter referred to as" Laite photoelectric "or" company "or" issuer ") for initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as" lead underwriter "), According to 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 the registration of initial public offering shares on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance of listed companies, and the underwriting specifications for initial public offering shares under the registration system (hereinafter referred to as the "initial underwriting specifications") Guidelines for the application of the rules on the issuance and underwriting of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (revised in 2021) (hereinafter referred to as the "underwriting guidelines"), measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (hereinafter referred to as the "implementation measures") and other relevant laws According to the regulations and other relevant documents, this verification report is issued to verify the qualification of strategic placement of initial public offering shares of Shaanxi Laite photoelectric materials Co., Ltd.
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 January 26, 2021, the issuer held the second meeting of the third board of directors, deliberated and approved the proposal on the company's initial public offering and listing on the science and innovation board, the proposal on the investment projects raised by the company's initial public offering and their feasibility, and other proposals related to the Issuance and listing, And agreed to submit relevant proposals to the general meeting of shareholders for deliberation.
(II) approval of the shareholders' meeting and the issuer's authorization
On February 22, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021. There were 37 shareholders (or shareholder representatives) actually attending the meeting, representing 362193826 shares, accounting for 100% of the total voting shares of the company, The proposal on the company's initial public offering of shares and listing on the science and innovation board, the proposal on the investment projects of funds raised by the company's initial public offering of shares and their feasibility and other proposals related to this offering and listing were reviewed and approved.
(III) examination and approval of Shanghai Stock Exchange and CSRC on this issuance and listing
On November 1, 2021, the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") issued the announcement on the results of the 80th review meeting of the Municipal Committee of science and innovation board in 2021. According to the contents of the announcement, the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") has considered and agreed to the issuance and listing (IPO) of Wright optoelectronics.
On December 28, 2021, the China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of Shaanxi Laite photoelectric materials Co., Ltd. (zjxk [2021] No. 4122), agreeing to the issuer's application for registration of initial public offering of shares.
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 objects of this issuance and placement must be the following circumstances that meet the provisions of Article 8 of the underwriting guidelines:
(I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer;
(II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
(III) securities investment funds established by public offering, whose main investment strategies include investment strategy, allotment of shares and closed operation;
(IV) relevant subsidiaries of the sponsor participating in the follow-up investment;
(V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
(VI) other strategic investors who comply with laws, regulations and business rules.
The issuer and the lead underwriter determine the number of initial public offering shares, share restriction arrangements and actual needs, and determine that the objects participating in the strategic placement are Citic Securities Company Limited(600030) Wright optoelectronics employees participating in the collective asset management plan for the strategic placement of Kechuang board (hereinafter referred to as "Wright optoelectronics asset management plan") in accordance with the provisions of relevant laws and regulations Citic Securities Company Limited(600030) Wright optoelectronics employees participate in the No. 2 collective asset management plan of strategic placement of Kechuang board (hereinafter referred to as "Wright optoelectronics No. 2 asset management plan") and Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as "CSI investment"). The compliance of the strategic placement object is detailed in part III of this verification report.
The placement of this offering to three strategic investors complies with the provisions on the number of strategic investors in Article 6 of the underwriting guidelines.
(II) number of shares strategically placed
According to the issuance and underwriting plan and the subscription agreement on the initial public offering and listing of Shaanxi Laite Optoelectronic Materials Co., Ltd. on the science and Innovation Board signed by the issuer and strategic investors, the investors participating in the issuer's strategic placement are China securities investment, Laite optoelectronic asset management plan and Laite optoelectronic No. 2 asset management plan, Its managers are Citic Securities Company Limited(600030) .
The issuer's total share capital before issuance was 362193826 shares. This time, it plans to apply for issuing 40243759 RMB ordinary shares to the public. The total share capital after issuance is 402437585 shares, and the proportion of issued shares in the total number of shares of the company after issuance is 10.00%. All the shares issued this time are new shares, and there is no transfer of old shares.
According to the contents of the issuance and underwriting plan, the initial strategic placement of this issuance is Hefei Taihe Intelligent Technology Group Co.Ltd(603656) 2 shares, accounting for 15.00% of the number of shares issued this time. Among them, CSI investment plans to subscribe no more than 2012187 shares and no more than 5.00% of the number of shares issued this time; The total number of strategic placement involved in Wright optoelectronics asset management plan and Wright optoelectronics No. 2 asset management plan shall not exceed 10.00% of the scale of this public offering, i.e. 4024375 shares, and shall not exceed 123.22 million yuan (including new share placement brokerage commission).
The number of strategic investors shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares issued in this public offering. In line with the provisions of Article 17 of the implementation measures and Article 6 of the underwriting guidelines, the total number of shares placed by sponsors and investment subsidiaries shall not exceed 5% of the number of shares issued in this public offering, In line with the provisions of Article 19 of the implementation measures and Article 18 of the underwriting guidelines, the total number of shares allotted by Wright optoelectronics asset management plan and Wright optoelectronics Asset Management Plan No. 2 shall not exceed 10% of the number of shares issued to the public, in line with the provisions of Article 20 of the implementation measures, The specific proportion and amount will be finally determined according to the underwriting guidelines after the issuance price is determined on T-2.
3、 Compliance of strategic placement objects participating in this offering
(I) selection criteria of strategic investors
The investors of this strategic placement are selected in accordance with the underwriting guidelines and other relevant provisions. The specific standards are as follows:
1. Relevant subsidiaries of the sponsor participating in the follow-up investment;
(II) subject qualification of participants in this strategic placement
The objects participating in the strategic placement of this issuance are CSI investment and the special asset management plan for senior managers and core employees of the issuer.
1. Citic Securities Company Limited(600030) Investment Co., Ltd
(1) Basic information
Enterprise name Citic Securities Company Limited(600030) Investment Co., Ltd. unified social code 91370212591286847j
/Registration number
Type: limited liability company (natural person investment) legal representative: Fang Hao
(wholly owned by legal person or holding company)
The registered capital is RMB 140 million, and the date of establishment is April 1, 2012
Address: Building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
The business term is not limited from January to April 2012
Investment in financial products, securities investment and equity investment (the above scope shall be registered with the China securities investment fund business scope Industry Association, and shall not engage in financial services such as deposit absorption, financing guarantee and customer financing from the public without the approval of the financial regulatory department according to law). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholder Citic Securities Company Limited(600030)
Directors: Zhang Youjun (Chairman), Zhang Dongjun, Fang Hao
Key Personnel Supervisor: Niu Xuekun
General manager: Fang Hao
The sponsor (lead underwriter) checked the business license provided by CSI and the current effective articles of association. CSI has no problems such as expiration of business term, dissolution decided by shareholders, dissolution due to merger or division, suspension of business license according to law due to violation of laws, regulations or other normative documents, ordered to close down or revoked Being declared bankrupt due to failure to pay off due debts and other circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association. CSI investment is a legally existing limited company.
As of the issuance date of this document, CIC has gone through the publicity procedures of 2020 annual report, and the national enterprise credit information publicity system shows that the business status is "survival".
(2) Controlling shareholder and actual controller
Upon verification, CSI is a wholly-owned subsidiary established by the sponsor (lead underwriter) Citic Securities Company Limited(600030) with Citic Securities Company Limited(600030) holding 100% of its equity, and Citic Securities Company Limited(600030) is the controlling shareholder and actual controller of CSI.
(3) Strategic placement qualification
According to the provisions of Chapter III of the underwriting guidelines on "follow-up investment by relevant subsidiaries of the sponsor", as an alternative investment subsidiary established by the sponsor Citic Securities Company Limited(600030) according to law, CSI is qualified to participate in the strategic placement of the issuer's initial public offering, which is in line with the provisions of Article 8 (IV) of the underwriting guidelines.
According to the relevant provisions of the code for the management of alternative investment subsidiaries of securities companies, Citic Securities Company Limited(600030) since 2017, the alternative investment business beyond the list of self operated investment varieties has been fully undertaken by CSI, and the compliance and risk management of CSI have been incorporated into the Citic Securities Company Limited(600030) unified system of the parent company. In addition, upon verification, on January 17, 2018, the China Securities Association issued the publicity of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the Seventh Batch). CSI has joined the China Securities Association as a member and accepted the self-discipline management of the association. (4) Association relationship
Upon verification, CSI is a wholly-owned subsidiary of the sponsor (lead underwriter) Citic Securities Company Limited(600030) .
As of the issuance date of this plan, Citic Securities Company Limited(600030) has indirectly held shares of the issuer, as follows:
Upon verification by the sponsor, except for the above circumstances, there is no other related relationship between CSI investment and the issuer and the lead underwriter. CSI's participation in this strategic placement is in accordance with Article 19 of the implementation measures, Articles 8 and 15 of the underwriting guidelines, and its independent decision-making results. It is not affected by the above-mentioned relationship, and there is no "6. Other direct or indirect transfer of interests" in Article 9 of the underwriting guidelines.
(5) Sources of subscription funds participating in strategic placement
The sponsor (lead underwriter) has verified the audited financial report of the latest year provided by CSI, and the working capital of CSI is sufficient to cover the subscription capital of the subscription agreement signed between CSI and the issuer; Meanwhile, according to the commitment issued by CSI, the funds used by CSI to pay this strategic placement are its own funds.
(6) Lock up period and related commitments
CSI promises to hold the shares allocated this time for 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 CSI shall be subject to the relevant provisions of the CSRC and the Shanghai Stock Exchange on share reduction.
CSI promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and not to seek the control right of the issuer during the restricted sale period of the allocated shares.
2. Special asset management plan for senior managers and core employees of the issuer
(1) Basic information
The total number of strategic placements involved in Wright optoelectronics asset management plan and Wright optoelectronics Asset Management Plan No. 2 shall not exceed 10.00% of the scale of this public offering, i.e. 4024375 shares; At the same time, the total subscription amount involved shall not exceed 123.22 million yuan (including the brokerage commission for the placement of new shares).
The basic information of Wright photoelectric asset management plan is as follows:
Specific name: Citic Securities Company Limited(600030) Wright optoelectronics employees participate in the collective asset management plan of strategic placement of science and innovation board; Time of establishment: February 10, 2022;
Scale of raised funds: 33.22 million yuan;
Manager: Citic Securities Company Limited(600030) ;
Actual controlling entity: Citic Securities Company Limited(600030) , the actual controlling entity is not the senior management of the issuer;
Each object participating in the asset management plan signed a currently valid labor contract or labor contract with the issuer or its holding subsidiaries. The name, position, subscription amount and proportion of the participants are as follows:
Serial number name job subscription fund asset management plan employee category employment contract amount (10000 yuan) holding proportion company
1 sun Zhanyi, deputy general manager 520.00, 15.65% senior management
2 xinhuiting CFO 200.00 6.02% senior management
3 Dong Zhenhua, deputy general manager
