Haitong Securities Company Limited(600837) , Guotai Junan Securities Co.Ltd(601211) about
Heyuan Biotechnology (Shanghai) Co., Ltd
Strategic placement of initial public offering
of
Special verification report
Sponsor (lead underwriter)
(address: No. 689, Guangdong Road, Shanghai)
Co lead underwriter
(address: 37th floor, Bohua Plaza, No. 669, Xinzha Road, Jing’an District, Shanghai)
March 2022
Heyuan Biotechnology (Shanghai) Co., Ltd. (hereinafter referred to as “Heyuan biotechnology” or “issuer” or “company”) applied for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and listing on the science and innovation board through the Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on November 4, 2021 After examination and approval by the stock listing committee of Kechuang board, it was registered and approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC” or “CSRC”) zjxk [2022] No. 61 on January 11, 2022.
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering, and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) serves as the joint lead underwriter of this offering ( Haitong Securities Company Limited(600837) and Guotai Junan Securities Co.Ltd(601211) collectively referred to as “joint lead underwriters”). In accordance with 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 securities issuance and underwriting (revised in 2018) (hereinafter referred to as the “administrative measures”) and 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 implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (hereinafter referred to as the “implementation measures”), the guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange Kechuang board No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the “underwriting guidelines”) The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), the proposal of the self regulatory committee for public offering of shares on the science and Innovation Board of Shanghai Stock Exchange on promoting securities companies to optimize the underwriting work of stock Issuance on the science and Innovation Board (hereinafter referred to as the “proposal”), and other relevant laws According to the regulations and other relevant documents, the joint lead underwriters verify the strategic placement qualification of Heyuan Biotechnology (Shanghai) Co., Ltd. for the initial public offering of A-Shares and issue this verification report.
two
1、 Basic information of strategic placement (I) number of strategic placement
The proposed public offering is 100 million shares, accounting for the proportion of the total share capital of the company after the issuance
20.28%, all of which are new shares issued to the public, and the shareholders of the company do not offer shares to the public. In this offering, the number of shares issued by the initial strategic placement is 30 million shares, accounting for 30% of the number of shares issued this time. The number of shares invested by the relevant subsidiaries of the sponsor does not exceed 5% of the shares issued this time, that is, 5 million shares. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance. (II) strategic placement object
The strategic placement object of this issuance must be one of the circumstances that meet the provisions of 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 managers and core employees of the issuer participated in the special asset management plan established by this strategic placement.
The issuer and the co lead underwriters determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:
Serial number name institution type allocated stock limit
Sale period
1. Shanghai Guoxin Investment Development Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months
Large enterprises or their subordinate enterprises with long-term cooperation vision
2. Shanghai Zhangjiang science and Technology Venture Capital Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months
Large enterprises or their subordinate enterprises with long-term cooperation vision
3 employees of Fucheng Haifutong and yuanbiology participated in the 12-month participation of senior managers and core employees of Kefa pedestrian
The collective asset management plan for the strategic placement of Chuangban is a special asset management plan established for the sub strategic placement
4. Relevant subsidiaries of the sponsor of Haitong innovation Securities Investment Co., Ltd. participating in follow-up investment 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 more than 100 million and less than 400 million, the number of strategic investors shall not exceed 20. The placement to four strategic investors in this offering complies with Article 6 of the underwriting guidelines.
For details of the compliance verification of the investors’ participation in the strategic placement, please refer to the content of this report on the compliance of the strategic placement. (III) participation scale of strategic placement
1. A total of 4 investors participated in the strategic placement, and the initial number of shares issued by the strategic placement was 30 million shares, accounting for 30% of the number of shares issued, of which the initial number of shares invested by the relevant subsidiaries of the sponsor was 5% of the shares issued to the public, i.e. 5 million shares.
It is expected that the subscription amount of the special asset management plan will not exceed 10% of the number of shares issued to the public, that is, 10 million shares, and the upper limit of the subscription scale will not exceed 130 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 offering should not exceed 20, and the total number of shares allocated by strategic investors should not exceed 30% of the number of shares in this public offering.
2. According to the requirements of the underwriting guidelines, 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 according to the stock issuance price, and the final follow-up proportion will be determined according to the size of the issuer’s shares in this public offering:
(1) If the investment is less than RMB 400 million, the proportion of issuance is less than RMB 500 million;
(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) The proportion of investment and issuance of more than RMB 1 billion is not more than RMB 5 billion. The specific follow-up investment amount will be determined after the issuance price is determined on March 9, 2022 (T-2).
The initial number of follow-up shares of Haitong venture capital is 5% of the number of this public offering, i.e. 5 million shares. Since the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price.
3. The number of employees of Fucheng Haifutong and yuanbiology participating in the strategic placement collective asset management plan of the science and Innovation Board (hereinafter referred to as the “special asset management plan of Heyuan biology”) participating in the strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 10 million shares, and the upper limit of the subscription scale (including the brokerage commission for the placement of new shares) shall not exceed 130 million yuan.
4. The list of other investors who intend to participate in this strategic placement and the committed subscription amount are as follows:
Committed subscription amount
No. institution name institution type (10000 yuan, including the term of brokerage commission for the placement of newly allocated shares and restricted shares)
Gold)
Shanghai Guoxin Investment Development has a strategic relationship with the issuer’s business
11 Csg Holding Co.Ltd(000012) months of limited company partnership or long-term cooperation vision
Large enterprises or their subordinate enterprises
Shanghai Zhangjiang science and technology entrepreneurship has strategic relationship with the issuer’s business
2. 12 months of cooperation relationship or long-term cooperation vision of Investment Co., Ltd
Large enterprises or their subordinate enterprises
Total 18000-
Note: 1. “Committed subscription amount” in the above table refers to the upper limit of committed subscription amount (including new share placement brokerage commission) agreed by the issuer and the lead underwriter in accordance with the strategic investor share subscription agreement with effective conditions signed with the strategic investor (hereinafter referred to as “strategic placement agreement” and “strategic placement agreement”);
2. The strategic investor agrees that the issuer will place shares at the final issue price, and the number of shares placed is equal to the amount of subscription money allocated to the strategic investor divided by the issue price of this A-share and rounded down (accurate to shares);
3. Since the actual payment amount is accurate to cents, the discrepancy between the above payment amount and the actual payment amount is caused by rounding. (IV) placing conditions
The strategic investor has signed a strategic placement agreement with the issuer. The strategic investor does not participate in the preliminary inquiry of this offering and promises to subscribe for the number of shares it has promised to subscribe at the issue price determined by the issuer and the joint lead underwriter.
The announcement on the IPO arrangement and preliminary inquiry of Heyuan Biotechnology (Shanghai) Co., Ltd. on the science and Innovation Board announced on March 3 (T-6) 2022 will disclose the strategic placement method, the upper limit of the number of strategic placement shares, the selection criteria of strategic investors, etc.
On March 8, 2022 (T-3), the strategic investor will pay the subscription capital and the corresponding new share placement brokerage commission to the sponsor (the lead underwriter) (except for the relevant subsidiaries of the sponsor participating in the follow-up investment). After determining the issuance price, the joint lead underwriters shall determine the final placement amount and quantity of each investor according to the pricing of this issuance, and notify the strategic placement investors. If the amount allocated to the strategic placement investors is lower than the amount paid in advance, the lead underwriter will return the difference in time.
The announcement on initial public offering and listing of Heyuan Biotechnology (Shanghai) Co., Ltd. on the science and Innovation Board announced on March 10, 2022 (t-1) will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the sales restriction period. On March 15, 2022 (T + 2), the announcement of initial offline placement results and online winning results of initial public offering of shares by Heyuan Biotechnology (Shanghai) Co., Ltd. and listing on the science and Innovation Board will disclose the names of strategic investors finally allocated, the number of shares and the arrangement of the sales restriction period. (V) sales restriction period
Haitong venture capital promises to obtain the restricted sale period of the shares placed this time is 24 months from the date of the issuer’s initial public offering and listing.
The restricted sale period of the shares allocated to Heyuan biological special asset management plan is 12 months, which shall be calculated from the date of listing of the shares issued to the public on the Shanghai Stock Exchange.
Other strategic investors promise to obtain the restricted period of the shares placed this time is 12 months from the date of the issuer’s public offering and listing.
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 Shanghai Stock Exchange on share reduction. (VI) verification
The co lead underwriters and the Shanghai jintiancheng law firm hired by them have verified the selection criteria of strategic investors, the placement qualification and whether there are prohibited circumstances specified in Article 9 of the underwriting guidelines, and asked the issuer to issue a letter of commitment on the verification matters. Relevant verification documents and legal opinions will be disclosed on March 10, 2022 (t-1).
2、 On the compliance of the strategic placement objects participating in this offering (I) the subject qualification of the strategic placement objects participating in this offering
1. Shanghai Guoxin Investment Development Co., Ltd
(1) Basic information
Company name: Shanghai
