Guotai Junan Securities Co.Ltd(601211) , Haitong Securities Company Limited(600837) about
Shandong Tianyue advanced technology Co., Ltd
IPO strategic placement
of
Special verification report
Co sponsor (co lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
(address: No. 689, Guangdong Road, Shanghai)
December 2021
The application documents of Shandong Tianyue advanced technology Co., Ltd. (hereinafter referred to as “Tianyue advanced”, “issuer” or “company”) for initial public offering (hereinafter referred to as “this offering”) and listing on the science and innovation board were approved by Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange” on September 7, 2021 ）The stock listing committee of Kechuang board reviewed and agreed, On December 14, 2021, it was registered and approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC” and “CSRC”) in the document zjxk [2021] No. 3935. Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) and Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “) ( Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) hereinafter collectively referred to as “joint sponsor (joint lead underwriter)” or “Co lead underwriter”) serves as the co sponsor (co lead underwriter) of Shandong Tianyue advanced technology Co., Ltd. for the initial public offering of shares and listing on the science and innovation board.
According to the company law of the people’s Republic of China and the securities law of the people’s Republic of China Measures for the administration of securities issuance and underwriting (revised in 2018) (hereinafter referred to as the “measures”), measures for the administration of the registration of initial public offering shares on the science and Innovation Board (for Trial Implementation), measures for the implementation of stock issuance and underwriting on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “measures”) Guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the “underwriting guidelines”), specifications for the underwriting of initial public offering of shares under the registration system (zsxf [2021] No. 213) (hereinafter referred to as the “underwriting specifications”) Industry advocacy suggestions on promoting securities companies to optimize the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “advocacy suggestions”) ）According to the provisions of relevant laws, regulations and other relevant documents, the joint lead underwriters verify the qualification of strategic placement of initial public offering of shares of Shandong Tianyue advanced technology Co., Ltd. and issue this verification report.
1、 Basic information of strategic placement (I) number of strategic placement
42971105 shares are proposed to be issued to the public, accounting for 10% of the total share capital of the company after issuance, all of which are new shares issued to the public, and the shareholders of the company will not offer shares to the public. In this offering, the number of initial strategic placement was 8594221 shares, accounting for 20% of the number of this offering. The proportion of follow-up investment of relevant subsidiaries of the joint sponsor did not exceed 4% of the number of this public offering, i.e. 1718844 shares. The total initial follow-up investment proportion of the relevant subsidiaries of the joint sponsor shall not exceed 8% of the number of this public offering, and the total initial follow-up investment number is 343768800 shares. Since the final actual subscription quantity of relevant subsidiaries of the joint sponsor is related to the final actual issuance scale, the joint lead underwriters will adjust the final subscription quantity after determining the issuance price. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance. （2） Strategic placement object
The strategic placement object of this issuance must be one of the circumstances that comply with Article 8 of the underwriting guidelines:
1. Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business 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 management and core employees of the issuer participated in the special asset management plan established by this strategic placement.
The issuer and the co sponsor (co lead underwriter) determine the following objects to participate in the strategic placement according to the number of shares issued, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:
No. institution name institution type restricted shares
term
Saic Motor Corporation Limited(600104) has a strategic cooperative relationship with the issuer or 12 months
1 large enterprises with long-term cooperation vision or their subordinate enterprises
Guangdong Guangqi No. 7 equity investment partnership has a strategic cooperative relationship with the issuer for 12 months
2. Large enterprises or their subordinate enterprises with long-term cooperation vision of industry (limited partnership)
Guangdong Xiaopeng Automotive Technology Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months
3 large enterprises with long-term cooperation vision or their subordinate enterprises
Shanghai Guoxin Investment Development Co., Ltd. has a strategic cooperative relationship or 12 months with the issuer
4 large enterprises with long-term cooperation vision or their subordinate enterprises
Strategic cooperative relationship with the issuer or 12 months
5gic Private Limited is a large enterprise with long-term cooperation vision or its subordinate enterprises
China Building Materials United Investment Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months
6 large enterprises with long-term cooperation vision or their subordinate enterprises
No. institution name institution type restriction period of allocated shares
Ningbo Meishan free trade port win investment has a strategic cooperative relationship with the issuer or 12 months
7. Large enterprises or their subordinate enterprises with long-term cooperation vision of the company
Guotai Junan Securities Co.Ltd(601211) senior managers and core employees of Tianyue advanced issuer of Junxiang science and Innovation Board participated
The collective asset management of strategic placement No. 81 is calculated as 12 months of the special asset management plan established in this strategic placement
Row
9 Guotai Junan Securities Co.Ltd(601211) the relevant subsidiaries of the sponsor participated in the follow-up investment by csyu Investment Co., Ltd. for 24 months
10. Relevant subsidiaries of the sponsor participating in the follow-up investment of Haitong innovation Securities Investment Co., Ltd. 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 shares, the number of strategic investors shall not exceed 10. The placement to 10 strategic investors in this offering complies with Article 6 of the underwriting guidelines.
For the compliance of investors in the strategic placement of this offering, see “II. Compliance of the objects participating in the strategic placement of this offering” in this verification report. （3） Participation scale of strategic placement
1. A total of 10 investors participated in the strategic placement. The initial number of shares issued by the strategic placement was 8594241 shares, accounting for about 20% of the number of shares issued, of which the initial number of shares of relevant subsidiaries of the sponsor did not exceed 4% of the shares issued by the public, i.e. 1718844 shares, The total initial follow-up investment proportion of the relevant subsidiaries of the joint sponsor shall not exceed 8% of the number of this public offering, and the total initial follow-up investment number is 343768800 shares. It is estimated that the subscription amount of the special asset management plan will not exceed 10% of the number of shares issued this time, i.e. 4297110 shares, At the same time, the upper limit of the subscription scale shall not exceed 74.97 million yuan (including the brokerage commission for the placement of new shares). It meets the requirements in the implementation measures and underwriting guidelines that the number of strategic investors in this issuance 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 development bank.
2. According to the underwriting guidelines, Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”) and 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 respectively 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 but 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 proportion is 2%, but not more than 1 billion yuan. The specific follow-up investment amount will be determined after the issuance price is determined on December 29, 2021 (T-2).
The initial number of follow-up shares of Haitong venture capital and Zhengyu investment is 4% of the number of this public offering, i.e. 1718844 shares. Since the final actual subscription quantity of the relevant subsidiaries of the joint sponsor is related to the final actual issuance scale, the joint lead underwriters will adjust the final actual subscription quantity of the relevant subsidiaries of the joint sponsor after determining the issuance price.
3. Guotai Junan Securities Co.Ltd(601211) the number of strategic placement collective assets management plan of Tianyue advanced No. 1 strategic placement of Junxiang Kechuang board (hereinafter referred to as “Tianyue advanced special asset management plan”) participating in the strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 4297110 shares, and the upper limit of subscription scale (including new share placement brokerage commission) shall not exceed 74.97 million yuan.
4. The list and committed subscription amount of other strategic investors to participate in the meeting are as follows:
The committed subscription amount is allocated with the number of shares, the name of the institution, the type of institution (RMB 100 million), including the brokerage period for the placement of restricted new shares
Commission)
SAIC shares have strategic relationship with the issuer’s business
1. 0.512 months of limited company partnership or long-term cooperation vision for large enterprises or their subordinate enterprises
Guangdong Guangqi No. 7 Equity Investment Co., Ltd. has a strategic relationship with the issuer’s business
2-capital partnership (limited partnership or 0.4912-month partnership with long-term cooperation vision) large enterprise or its subordinate enterprises
Guangdong Xiaopeng Automotive Technology Co., Ltd. has a strategic relationship with the issuer’s business
3. Large enterprises or their subordinate enterprises within 0.512 months of limited company partnership or long-term cooperation vision
Shanghai Guoxin Investment Development Co., Ltd. has a strategic relationship with the issuer’s business
4. 0.4812 months of limited company partnership or long-term cooperation vision for large enterprises or their subordinate enterprises
Strategic relationship with the issuer’s business
5gic private limited partnership or 0.4812-month long-term cooperation vision for large enterprises or their subsidiaries
China Building Materials Joint Investment Co., Ltd. has a strategic relationship with the issuer’s business
6. Of the company’s partnership or long-term cooperation vision
