China Industrial Securities Co.Ltd(601377) about
Fujian Tendering Co., Ltd
Strategic investors who make initial public offerings and list on GEM
Special verification report
The application of Fujian Tendering Co., Ltd. (hereinafter referred to as "tendering shares", "issuer" or "company") for initial public offering and listing on the gem (hereinafter referred to as "this offering") was approved by Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on July 29, 2021 ）After deliberation and approval by the GEM Listing Committee, it was approved to be registered by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") in document zjxk [2021] No. 3799 on December 1, 2021. China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "sponsor (lead underwriter)") served 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") The detailed rules for the implementation of the issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as the "detailed rules for the implementation of business") and other relevant laws and regulations, regulatory provisions, self-discipline rules and other documents, and the sponsor (lead underwriter) shall verify the qualification of strategic placement of initial public offering of bidding shares and issue the following special verification report.
1、 Basic information of strategic investors
(i) Number of strategic placements
The number of shares issued this time is 68801205, accounting for 25% of the total shares after issuance. The total share capital after this public offering is 275204820 shares. The number of shares issued by the initial strategic placement of this issuance was 13760241, accounting for 20.00% of the issued number. Among them, 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, as well as the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public fund") and the National Social Security Fund (hereinafter referred to as "social security fund") ）、 Basic old-age insurance fund (hereinafter referred to as "pension"), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") and insurance funds in accordance with the measures for the administration of the use of insurance funds (hereinafter referred to as "insurance funds") ）The lower of the median quotation and the weighted average, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations), and other strategic investors are expected to subscribe for no more than 100 million yuan. 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.
（2） Participants
In this offering, the selection of strategic placement investors is comprehensively determined after considering investor qualification and market conditions, mainly including the following categories:
1. Large enterprises or their subsidiaries with strategic cooperative relationship or long-term cooperative vision in business with the issuer: Sanming Investment Development Group Co., Ltd. (hereinafter referred to as "Sanming investment") and Fujian Port Group Co., Ltd. (hereinafter referred to as "port group");
2、 Associated subsidiaries of the sponsor China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "sponsor (lead underwriter)") (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): Xingzheng investment Management Co., Ltd. (hereinafter referred to as "Xingzheng investment"). If the relevant subsidiaries of the sponsor participate in the strategic placement of this issuance, the relevant subsidiaries of the sponsor 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） 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 is as follows:
Order investor name investor type committed subscription amount initial subscription number (10000 yuan) (shares)
Sanming Investment Development Group has a strategic relationship with the issuer's business
1. 3000.004000000 large enterprises or their subordinate enterprises with cooperative relationship or long-term cooperation vision of the Group Co., Ltd
Order investor name investor type committed subscription amount initial subscription number (10000 yuan) (shares)
Fujian Port Group has a strategic relationship with the issuer
2. 7000.009 million large enterprises or their subsidiaries with limited liability company partnership or long-term cooperation vision
Total -10000.0013000000
Note 1: the "committed subscription scale" and "initial subscription quantity" in the above table refer to the strategic placement agreement signed by the strategic investor, the issuer and the sponsor (lead underwriter) The upper limit of committed subscription amount and initial subscription quantity agreed in. All strategic investors have agreed that the issuer will place shares 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 number of shares determined based on the issue price determined according to the preliminary inquiry results and the actual payment amount is calculated as follows: number of shares = actual payment amount ÷ the issue price, rounded down to single digits.
The number of follow-up investors of relevant subsidiaries of the recommendation institution is expected to be 5.00% of the number of shares issued this time, i.e. 3440060 shares, The follow-up investor is Xingzheng investment, an alternative investment subsidiary of China Industrial Securities Co.Ltd(601377) (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).
2、 A total of 2 strategic investors participated in the strategic placement (if the relevant subsidiary of the sponsor follows the investment, the number of strategic investors is 3), and the initial number of strategic placement is 13760241 shares, which is in line with the special provisions and business implementation rules The number of strategic investors in this offering shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in this public offering.
3. According to the number of 13760241 shares issued in the initial strategic placement and the total share capital of 275204820 shares after the issuance, after the strategic placement, the social public shares after the listing of the company's shares account for 44.75%, higher than 25%, which meets the equity distribution listing standards specified in the GEM Listing rules of Shenzhen Stock Exchange, and the risk of delisting due to equity distribution is small.
（4） 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-7 will disclose the strategic placement method, the upper limit of the number of strategic placement shares, the selection criteria of strategic investors, etc.
T-4, The strategic investor will provide the recommendation institution (lead underwriter) with information in accordance with the strategic placement agreement Commit to the subscription scale and pay the subscription capital in full. The strategic investor agrees that the issuer shall place 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 according to the issue price determined according to the preliminary inquiry results and the actual payment amount. The number of shares determined based on the issuance price and the actual payment amount determined according to the preliminary inquiry results is calculated as follows: number of shares = actual payment amount ÷ the issuance price, rounded down to single digits. If the issue price is determined, If the total number of shares paid in by all strategic investors is lower than the initial number of strategic allotments (i.e. 13760241 shares), the number of shares paid in by strategic investors is the final number of strategic allotments, and the difference between the final number of strategic allotments and the initial number of strategic allotments will be first transferred back to offline issuance on T-2. If the above-mentioned transfer back occurs, the issuance announcement will be issued on T-1 The number of offline issues disclosed in the 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 of offline preliminary placement results released on T + 2 will disclose the names of the strategic investors finally allocated, 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.
（5） Restricted arrangement
Follow up investment of relevant subsidiaries of the sponsor (if any) the main body is Xingzheng investment, and the sales restriction period of the allocated shares for this follow-up investment is 24 months; the sales restriction period of the allocated shares for other strategic investors is 12 months. The sales restriction period shall be calculated from the date of listing of the shares issued to the public 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 regulations.
（6） Contribution
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 belong to the Securities Investor Protection Fund. Huaxing 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.
2、 Subject qualification of participants in this strategic placement
(i) Sanming Investment Development Group Co., Ltd
1. Basic information
According to the business license, articles of association and other materials provided by Sanming investment, the basic information of Sanming investment is as follows:
Company name: Sanming Investment Development Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Unified social credit code 91350400705378249j
Address: 19th floor, ICBC building, building 1, helinxin village, Meilie District, Sanming City, Fujian Province
Legal representative: Li Fangzhou
Registered capital: 2 million yuan
Date of establishment: August 17, 1999
Business term August 17, 1999 to no fixed term
Investment and asset management; Equity investment management; Enterprise headquarters management; Investment and business scope of the financial industry; Investment in publicly traded securities; Non Securities equity investment; Investment in mining, manufacturing, agriculture, forestry, information transmission, software and information technology services, environmental protection, urban public utilities, transportation, electric power, water conservancy, leasing and business services.
After verification, Sanming investment is a limited liability company legally established and validly existing in China, and there are no cases such as expiration of business term, decision to dissolve, revocation of business license according to law due to violation of laws and regulations or other normative documents, ordered to close down or be revoked, or declaration of bankruptcy due to failure to pay off due debts in accordance with national laws, administrative regulations The subject qualification of Sanming investment shall be legal and valid in the circumstances that shall be terminated as stipulated in the normative documents and the articles of association.
2. Ownership structure
According to the business license, articles of association and other materials provided by Sanming investment, as of the date of this report, the equity structure of Sanming investment is as follows:
After verification, the state owned assets supervision and Administration Commission of Sanming Municipal People's Government (hereinafter referred to as "Sanming SASAC") holds 100.00% of the shares of Sanming investment and is the controlling shareholder and actual controller of Sanming investment. 3
Sanming investment and Development Group Co., Ltd. is a state-owned enterprise group directly managed by Sanming SASAC. The predecessor of the company is Sanming state-owned assets investment and management company. It was restructured and renamed Sanming investment and development group in August 2019 with a registered capital of 2 billion yuan, gradually forming financial services, advanced manufacturing, urban public utilities, agriculture and forestry, information industry Six business patterns dominated by mineral resources industry. By the end of 2020, the group had total assets of 61.313 billion yuan, net assets of 25.577 billion yuan and more than 1600 employees. In 2020, the group's main credit rating reached AA +, which is the first state-owned enterprise with AA + credit rating in Sanming City.
The past cooperation history between Sanming investment and the issuer is as follows: (1) in August 2019, the issuer's subsidiary Fujian Jingwei surveying and Mapping Information Co., Ltd. and the wholly-owned subsidiary of Sanming investment established Sanming new infrastructure industry development Co., Ltd. (hereinafter referred to as "Sanming new infrastructure") ）, taking advantage of the issuer's technical advantages in the field of Surveying and mapping geographic information and information technology services, the issuer has undertaken the construction project of geographic information application system platform in Sanming cities and counties, and has carried out the construction of urban comprehensive information management platform
