About Anxin Securities Co., Ltd
Zhaoxun Media Advertising Co., Ltd
Initial public offering and listing on GEM
Special verification report of strategic investors
Zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “zhaoxun media”, “company” and “issuer”) applied for initial public offering (hereinafter referred to as “this offering”) and listing on the gem, which was examined and approved by the gem stock listing committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on May 20, 2021, On January 6, 2022, it was approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC” and “CSRC”). The sponsor (lead underwriter) of this offering is Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities”).
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (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) (CSRC order [No. 167]) Special provisions on issuance and underwriting of initial public offerings on GEM (CSRC announcement [2021] No. 21, hereinafter referred to as “special provisions on issuance and underwriting”) In accordance with the relevant provisions of 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 (SZS [2021] No. 919, hereinafter referred to as the “detailed rules for the implementation of the issuance and underwriting business”), the strategic investors of zhaoxun media in this issuance were verified and the following special verification report was issued.
1、 Basic information of strategic placement
(I) participants
In this offering, the selection of strategic placement investors is comprehensively determined after considering the qualification of investors and market conditions, mainly including the following categories:
1. Subordinate enterprises of large enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer: SAIC Qizhen (Shanghai) Asset Management Co., Ltd. (hereinafter referred to as “SAIC Qizhen”);
2. Senior managers and core employees of the issuer participate in the special asset management plan established by this strategic placement: senior executives of Anxin asset management zhaoxun media participate in the gem strategic placement collective asset management plan (hereinafter referred to as the “asset management plan”);
3、 Follow up investment of relevant subsidiaries of the sponsor (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).
(II) number of strategic placements
According to the strategic placement plan, the number of shares issued this time is 50 million, accounting for 25% of the total share capital after issuance. The initial number of strategic allotments issued in this issuance is 10 million shares, accounting for 20% of the issued number. Among them, the senior managers and core employees of the issuer participate in the special asset management plan established by the strategic placement, and the expected subscription amount shall not exceed 10% of the issuance amount; The number of follow-up investors of relevant subsidiaries of the recommendation institution is expected to be 5% 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), Other strategic investors are expected to subscribe for the remaining initial strategic placement issues. 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.
(III) 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 this strategic placement is as follows:
Serial number investor name investor type proposed subscription amount (10000 yuan) proposed subscription quantity (10000 shares)
Having business relationship with the issuer
SAIC Qizhen (Shanghai) funded strategic partnership or long-term cooperation
1 Production Management Co., Ltd. is a large enterprise with a vision of 7500250
Affiliated enterprise
Senior management of Anxin asset management zhaoxun media issuer
Executives’ participation in gem strategy and core employees’ participation in this war
2. Placement of collective asset management strategy special assets established by placement 1 Tianma Microelectronics Co.Ltd(000050) 0
Planning management plan
250 related subsidiaries of the sponsor of Anxin Securities Investment Co., Ltd
3. Relevant subsidiaries of the company (hereinafter referred to as “security recommendation agency”) and the follow-up investment department will follow relevant regulations
(initial preset 5%)
“Trust investment”, the subsidiary of the securities firm participated in the battle of this issuance
Company follow-up investment, if any, strategic placement
Note: the “proposed subscription amount” in the above table refers to the proposed subscription amount agreed in the strategic placement agreement signed by the strategic investor and the issuer and the sponsor (lead underwriter). The strategic investor agrees that the issuer shall subscribe at the final issue price, and the number of shares placed shall be the lower of the initial number of shares 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 by the issuance price and the actual payment amount determined according to the preliminary inquiry results is as follows: the number of shares = the actual payment amount / the issuance price, rounded down to single digits.
The initial follow-up investment quantity of relevant subsidiaries of the sponsor is 5.00% of the issuance quantity, The follow-up investment institution is Anxin investment, an alternative investment subsidiary of Anxin securities (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 subsidiaries of the sponsor follow the investment, the number of strategic investors is 3), and the initial number of strategic placement is 10 million shares. In accordance with the special provisions on issuance and underwriting and the detailed rules for the implementation of issuance and underwriting business, the number of strategic investors in this issuance shall not exceed 10, and the total amount of shares placed by strategic investors shall not exceed 20% of the number of shares in this public offering in principle.
(IV) sales restriction period
The senior managers and core employees of the issuer participate in the special asset management plan established by this strategic placement, and the restricted sale period of the allocated shares is 12 months; Follow up investment of relevant subsidiaries of the sponsor (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) it is Anxin investment, The restricted sale period of its allocated shares is 24 months; 50% of the shares allocated to other strategic investors are restricted for 12 months, and the other 50% are restricted for 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.
(V) approval and authorization
The third general meeting of shareholders of the issuer in 2020 deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the initial public offering of RMB common shares and listing on the gem. The above authorization of the general meeting of shareholders of the issuer to the board of directors shall take effect from September 1, 2020 and shall be valid for 24 months.
The 11th meeting of the Fourth Board of directors of the issuer deliberated and approved the strategic placement plan of zhaoxun Media Advertising Co., Ltd. for initial public offering and listing on the gem.
(VI) verification
The recommendation institution (lead underwriter) and Beijing Jiarun law firm have checked the selection criteria of strategic investors, the qualification of placement and whether there are prohibited circumstances specified in Article 33 of the detailed rules for the implementation of issuance and underwriting business. Relevant verification documents and legal opinions will be disclosed on T-1.
2、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. SAIC Qizhen (Shanghai) Asset Management Co., Ltd
Saic Motor Corporation Limited(600104) (hereinafter referred to as ” Saic Motor Corporation Limited(600104) “) intends to participate in the strategic placement through SAIC Qizhen, a wholly-owned subsidiary.
(1) Basic information
According to SAIC Qizhen’s business license, articles of association and other materials, and after querying the national enterprise credit information publicity system and China Securities Investment Fund Association, as of the date of issuance of this verification report, SAIC Qizhen’s basic information is as follows:
Company name: SAIC Qizhen (Shanghai) Asset Management Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit code 91310106ma1fyaxl77
Legal representative: Feng Jin’an
Registered capital: 50 million yuan
Address: room 27f01, No. 1111, Changshou Road, Jing’an District, Shanghai
Business term: February 11, 2018 to February 10, 2038
Business scope: investment management, asset management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
After verification, SAIC Qizhen is a limited liability company legally established and effectively existing in China, and there is no situation that it must be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association. Shanghai Qizhen went through the registration formalities of private fund manager on May 14, 2018, with the registration code of p1068136. (2) Ownership structure and actual controller
According to the business license, articles of association and other materials provided by SAIC Qizhen, and through the national enterprise credit information publicity system (www.gsxt. Gov.cn.) According to the inquiry, as of the issuance date of this verification report, SAIC Qizhen’s equity structure is as follows:
SAIC Motor Group Equity Investment Co., Ltd. holds 100% equity of SAIC Qizhen and is the controlling shareholder of SAIC Qizhen. Shanghai state owned assets supervision and Administration Commission indirectly holds 71.24% equity of SAIC Qizhen through Shanghai Automotive Industry (Group) Corporation and Shanghai International Group Co., Ltd., and is the actual controller of SAIC Qizhen.
(3) Strategic placement qualification
SAIC Qizhen was established on February 11, 2018. According to the strategic placement plan, SAIC Qizhen specializes in investment management and asset management, and is Saic Motor Corporation Limited(600104) an important strategic investment platform and asset management platform. SAIC Qizhen has a professional investment team, perfect risk control process, standardized approval standards and rich profit model. It has accumulated sufficient experience in asset management and is committed to realizing capital appreciation, strategic investment and optimal asset allocation. As of May 31, 2021, SAIC Qizhen had assets under management of more than 16 billion yuan.
During the reporting period, Saic Motor Corporation Limited(600104) was the second largest customer of the issuer in the automotive industry, accounting for 20.91% of the revenue of the automotive industry.
SAIC Qizhen is controlled by Saic Motor Corporation Limited(600104) and according to the strategic cooperation memorandum signed between the issuer and SAIC Qizhen, the potential key areas of cooperation between the two sides are as follows:
SAIC Qizhen will coordinate Saic Motor Corporation Limited(600104) upstream and downstream industrial resources, and promote the docking and deepening cooperation with zhaoxun media in business cooperation, media resources and technical cooperation through the following aspects.
① Advantageous resources of the group
Saic Motor Corporation Limited(600104) is the largest state-owned enterprise in Shanghai and the largest vehicle enterprise in China. In August 2020, Saic Motor Corporation Limited(600104) was shortlisted in Fortune 500 for the 16th time, ranking 52nd. It has been listed in the top 100 list for seven consecutive years, ranking 7th among the global automobile enterprises on the list.
Saic Motor Corporation Limited(600104) has rich industrial resources in the automobile industry chain. In 2020, 5.6 million complete vehicles will be sold, of which 5.21 million will be sold in China, accounting for 21%; Export and overseas sales of 390000 vehicles, accounting for more than 1 / 3 of the national vehicle export, and has ranked first in China for five consecutive years; The sales volume of new energy vehicles is 320000, ranking first in China and third in the world.
Saic Motor Corporation Limited(600104) owns 8 complete vehicle enterprises including SAIC passenger car, SAIC Volkswagen, SAIC GM, SAIC GM Wuling, SAIC Maxus, SAIC Iveco Hongyan, SAIC Shenwo and Nanjing Iveco; It has Huayu Automotive Systems Company Limited(600741) , Shanghai Diesel Engine Co.Ltd(600841) , SAIC gearbox, United electronics, Jieneng, Jiexin and other highly competitive parts enterprises; It has many mobile travel service providers such as Anji logistics, chexiang technology, global chexiang and SAIC sales; Overseas, it has set up overseas platforms such as SAIC Zhengda, SAIC Indonesia, SAIC India, SAIC international, SAIC North America and SAIC Europe, and has four overseas production and R & D bases, two innovation centers, 10 marketing service centers and nearly 500 overseas marketing service outlets.
② Expand media resources
Since its establishment in 2007, zhaoxun media has focused on building the digital media network of railway passenger stations, and quickly completed the layout of national railway passenger stations. By signing high-speed railway lines such as Beijing Tianjin Intercity line, Beijing Shanghai line, Harbin Daqing line and Beijing Guangzhou line, zhaoxun media has gradually optimized the coverage stations from general stations to high-speed railway stations. At present, the media resources of zhaoxun media are mainly concentrated in
