China Industrial Securities Co.Ltd(601377) about
Aoki Digital Technology Co., Ltd
Strategic investors who make initial public offerings and list on GEM
Special verification report
The application of Aoki Digital Technology Co., Ltd. (hereinafter referred to as "Aoki shares", "issuer" or "company") for initial public offering and listing on the gem (hereinafter referred to as "this offering") was examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on August 27, 2021, On January 25, 2022, it was approved to register by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in document zjxk [2022] No. 202 China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering.
In accordance with the measures for the administration of securities issuance and underwriting (hereinafter referred to as the "administrative measures"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "Registration Measures"), and the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the "special provisions") Detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as "detailed rules for the implementation of business"), detailed rules for the implementation of offline issuance of initial public offerings on the Shenzhen market (revised in 2020) (SZS [2020] No. 483) According to the relevant laws and regulations, regulatory provisions, self-discipline rules and other documents such as the code for underwriting of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 213), the sponsor (lead underwriter) checked the qualification of strategic placement of initial public offering shares of Aoki Digital Technology Co., Ltd., and issued the following special verification report.
1、 Basic information of strategic investors
(I) number of strategic placements
The number of shares issued this time is 166667, accounting for 25% of the total shares after issuance. The total share capital after this public offering is 666667 shares. The number of shares issued by the initial strategic placement of this issuance was 833333 shares, accounting for 5.00% of the number of shares issued. This offering does not arrange strategic placement to other external investors, The number of follow-up investors of relevant subsidiaries of the recommendation institution is expected to be 5.00% of the number of this offering (if the offering price exceeds the median and weighted average of offline investors' quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension") The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as "insurance fund") in accordance with the measures for the administration of the use of insurance funds, whichever is lower, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the relevant provisions). The difference between the final strategic placement quantity and the initial strategic placement quantity will be reversed according to the principles specified in the callback mechanism.
(II) participants
This offering does not arrange strategic placement to other external investors. For example, the offering price exceeds the lower of the median and weighted average of offline investors' quotation 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, Relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with relevant regulations. The main body participating in the follow-up investment is Xingzheng Investment Management Co., Ltd. (hereinafter referred to as "Xingzheng investment").
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.
(III) participation scale
The specific proportion and amount will be determined after the issue price is determined on February 28, 2022 (T-2). The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 5.00% of the number of this issuance, The follow-up investor is Xingzheng investment, a subsidiary of China Industrial Securities Co.Ltd(601377) alternative 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 subsidiaries of the sponsor follow the investment, a total of one strategic investor will participate in the strategic placement, and the initial number of shares issued in the strategic placement is 833333. In line with the requirements of the special provisions and the detailed rules for the implementation of the issuance and underwriting business of the 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"), the number of strategic investors in this offering shall not exceed 10, and the total amount of shares allocated to strategic investors shall not exceed 20% of the number of shares in this public offering.
(IV) strategic allocation and conditions
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 announced on February 22, 2022 (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 February 25, 2022 (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 the shares with the strategic investor 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.
If, after the issuance price is determined, the total number of shares paid in by the strategic investor is lower than the initial number of strategic placements (i.e. 833333 shares), the number of shares paid in by the strategic investor is the final number of strategic placements, and the difference between the final number of strategic placements and the initial number of strategic placements 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 preliminary placement results of offline issuance released 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.
(V) sales restriction arrangement
The main body of the follow-up investment (if any) of the relevant subsidiary of the sponsor is Xingzheng investment, and the sales restriction period of the allocated shares for this follow-up investment is 24 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.
(VI) contributions
The strategic investor shall pay the subscription fund in full to the sponsor (lead underwriter) before 15:00 on February 25 (T-3), 2022. If the subscription amount exceeds the final allocated amount, the excess amount will be returned to the strategic investor no later than t + 4, and all the interest generated during the freezing period of the subscription amount will be owned by the Securities Investor Protection Fund.
If relevant subsidiaries of the sponsor participate in the strategic placement of this offering, Tianjian Certified Public Accountants (special general partnership) will verify the receipt of subscription funds paid by strategic investors on March 8, 2022 (T + 4), and issue a capital verification report.
2、 Subject qualification of participants in this strategic placement
Xingzheng Investment Management Co., Ltd. (hereinafter referred to as "Xingzheng investment")
1. Follow up investor
If the investment value of the subsidiary that is established by the recommendation institution exceeds the "recommended value" of the relevant investment institution, it will be another subsidiary that is established by the recommendation institution according to the law.
Through public inquiry and verification of the business license and other documents provided by Xingzheng investment, the current basic situation of Xingzheng investment is as follows:
Name: Xingzheng Investment Management Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit code 91350128315764048h
Address: room 509-2, floor 5, building 6, jinjingwan business operation center, Pingtan comprehensive experimental area
Legal representative: Liu Yu
The registered capital is 600 million yuan
Date of establishment: March 17, 2015
Business term: March 17, 2015 to no fixed term
Investment in financial products, equity investment, project investment and other investment and business scope approved by the regulatory authorities, investment management. (none of the above items need to be approved) (for items that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
Shareholder China Industrial Securities Co.Ltd(601377)
Key personnel: Liu Yu (manager, executive director, legal representative), Shi Jun (supervisor)
2. Quantity of follow-up investment
In case of the above circumstances, Xingzheng investment 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 initial number of shares invested by the relevant subsidiaries of the sponsor is 5.00% of the shares issued to the public, that is, 833333 shares. The difference between the final placement number of strategic investors and the initial placement number is transferred back to offline issuance. The specific proportion and amount of follow-up investment will be determined after the issue price is determined on T-2. Since the final follow-up investment and issuance price and the actual subscription quantity of the relevant subsidiaries of the sponsor are related to the final actual issuance scale, the sponsor (lead underwriter) will adjust the final actual subscription quantity of the relevant subsidiaries of the sponsor after determining the issuance price.
3. Strategic placement qualification
As an alternative investment subsidiary established by the sponsor according to law, Xingzheng investment has the qualification to participate in the strategic placement of this issuance, and meets the provisions of item (IV) of Article 32 of the detailed rules for the implementation of business.
4. Sources of subscription funds participating in strategic placement
According to the letter of commitment issued by Xingzheng investment, the capital source for its subscription of the strategic placement shares is its own funds, which is in line with the investment direction of the funds. After verification, the current assets of Xingzheng investment are sufficient to cover the subscription amount promised in the subscription agreement.
5. Sales restriction period
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, Xingzheng investment promises to hold the shares allocated this time for 24 months from the date of the issuer's initial public offering and listing. 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 sales restriction 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.
6. Relevant commitments
If the relevant subsidiary of the sponsor participates in the strategic placement of this offering, the relevant subsidiary of the sponsor will promise 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.
3、 Selection criteria and placement qualification verification of strategic investors
According to Article 14 of the special provisions and Article 29 of the detailed rules for the implementation of business, the initial public offering of securities can be rationed to strategic investors; If the number of securities issued is more than 100 million shares (shares), the number of strategic investors shall not exceed 35 in principle, and the total amount of securities placed shall not exceed 30% of the number of securities issued to the public in principle. If it exceeds, the reasons shall be fully explained in the issuance plan; For less than 100 million shares (shares), the number of strategic investors shall not exceed 10, and the total amount of securities placed shall not exceed 20% of the number of publicly issued securities.
According to Article 32 of the detailed rules for the implementation of business, investors who can participate in the strategic placement of the issuer mainly include:
(I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer;
(II) large enterprises with long-term investment intention
