Haitong Securities Company Limited(600837)
about
Strategic placement of IPO shares of Ningbo Junpu Intelligent Manufacturing Co., Ltd
of
Special verification report
Sponsor (lead underwriter)
(address: No. 689, Guangdong Road, Shanghai)
February 2022
Ningbo Junpu Intelligent Manufacturing Co., Ltd. (hereinafter referred to as “Junpu intelligent” or “issuer” or “company”) applied for initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and listing on the science and innovation board through Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on June 16, 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. 125 on January 18, 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. 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 lead underwriter verifies the qualification of strategic placement of A-share initial public offering of Ningbo Junpu Intelligent Manufacturing Co., Ltd. and issues this verification report.
1、 Basic information of strategic placement (I) number of strategic placement
307070700 shares are proposed to be issued to the public, accounting for 25.00% of the total share capital of the company after issuance. All of them 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 shares issued by the initial strategic placement is 460606050 shares, accounting for 15% 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, 1535353500 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 lead underwriter 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 restricted period of allocated shares
1 Ningbo Joyson Electronic Corp(600699) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term vision of 12-month cooperation with the issuer
2. 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 two strategic investors in this offering complies with Article 6 of the underwriting guidelines.
The compliance of investors in the strategic placement of this offering is detailed in “II. Compliance of the objects participating in the strategic placement of this offering”. (III) participation scale of strategic placement
1. A total of two investors participated in the strategic placement. The initial number of shares issued by the strategic placement was 460606050 shares, accounting for about 15% of the number of shares issued this time. Among them, the number of shares expected to be invested by the relevant subsidiaries of the sponsor is 5% of the shares issued this time, i.e. 1535353500 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) 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 specific follow-up investment amount will be determined after the issuance price is determined on March 9, 2022 (T-2).
Haitong venture capital’s estimated number of follow-up shares is 5% of the number of this public offering, i.e. 1535353500 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 list and committed subscription amount of other strategic investors to participate in this investment are as follows:
No. institution name institution type committed subscription amount
Ningbo Ningbo Joyson Electronic Corp(600699) Co., Ltd. has strategic cooperation with the issuer in business
1. 50 million yuan for large enterprises with company relationship or long-term cooperation vision
Or its subordinate enterprises
Note: the “committed subscription amount” in the above table refers to the upper limit of subscription amount (including new share placement brokerage commission) agreed in the strategic investor share subscription agreement signed by the strategic investor and the issuer and the sponsor (lead underwriter). (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 promises to subscribe at the issue price determined by the issuer and the lead underwriter. The announcement on the IPO arrangement and preliminary inquiry of Ningbo Junpu Intelligent Manufacturing Co., Ltd. and its listing on the science and Innovation Board published 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 lead underwriter in full. (except for the relevant subsidiaries of the sponsor participating in the follow-up investment). After determining the issuance price, the lead underwriter shall determine the final placement amount and quantity of each investor according to the pricing of this issuance, and notify the strategic placement investor. If the amount allocated to the strategic placement investor is lower than its pre paid amount, the lead underwriter will return the difference in time. The announcement on the initial public offering of Ningbo Junpu Intelligent Manufacturing Co., Ltd. and its listing 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. The announcement of initial offline placement results and online winning results of Ningbo Junpu Intelligent Manufacturing Co., Ltd. initial public offering and listing on the science and innovation board, published on March 15 (T + 2), 2022, will disclose the names of strategic investors, 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.
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 lead underwriter and Shanghai Guangfa law firm hired by the lead underwriter have verified the selection criteria of strategic investors, the qualification of placement and whether there are prohibited circumstances specified in Article 9 of the underwriting guidelines, and required 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. Ningbo Joyson Electronic Corp(600699)
(1) Basic information
Enterprise name Ningbo Joyson Electronic Corp(600699) unified social code / 9133020060543096×6
Registration number
Legal representative of type Co., Ltd. (listed): Wang Jianfeng
The registered capital is 1368084624 yuan
Stock Code: Ningbo Joyson Electronic Corp(600699) SH
Address: No. 99, Qingyi Road, high tech Zone, Ningbo, Zhejiang
Business term: from August 7, 1992 to no fixed term
Electronic products, electronic components, automotive electronic devices (body electronic control system), integrated optical and electrical products, digital TV sets, digital video recorders, digital video recorders, digital sound playback equipment, auto parts, key parts within the auto business scope (engine intake supercharger), auto interior and exterior trim parts, rubber and plastic metal products Design, manufacture and processing of automobile rearview mirror; Mold design, manufacturing and processing; Sell the self-produced products of the enterprise; Manufacturing project investment; Engage in the import and export business of goods and technologies (excluding goods or technologies whose import and export are prohibited or restricted by the state).
The company’s business license is revoked due to the expiration of the current laws and regulations, or the company’s business license is revoked due to the expiration of the current laws and regulations Circumstances that should be terminated as stipulated in administrative regulations, normative documents and the articles of association. The lead underwriter believes that Ningbo Joyson Electronic Corp(600699) is a legally existing limited company.
(2) Shareholders and actual controllers
According to the business license of Ningbo Joyson Electronic Corp(600699) and the articles of association of Ningbo Joyson Electronic Corp(600699) and the confirmation of Ningbo Joyson Electronic Corp(600699) as of the date of issuance of this verification opinion, Junsheng group holds Ningbo Joyson Electronic Corp(600699) 3485% equity. Mr. Wang Jianfeng indirectly controls Ningbo Joyson Electronic Corp(600699) 3485% equity by holding 52.50% equity of Junsheng group; At the same time, he directly holds Ningbo Joyson Electronic Corp(600699) 249% equity, and Mr. Wang Jianfeng controls Ningbo Joyson Electronic Corp(600699) 3734% equity in total.
Therefore, the controlling shareholder of Ningbo Joyson Electronic Corp(600699) is Junsheng group, and the actual controller is Wang Jianfeng.
Ningbo Joyson Electronic Corp(600699) has the following equity structure:
No. number of shares held by shareholders (shares) shareholding ratio (%)
1 Junsheng Group Co., Ltd. 47684078234.85
2 Hong Kong Central Clearing Company Limited 535050773.91
3 Wang Jianfeng 340569592.49
4 Zhejiang Rongzhen Asset Management Co., Ltd. 309509632.26
Golden Eagle Fund – Shanghai Pudong Development Bank Co.Ltd(600000) – Wanxiang trust – million
5-way trust – Junsheng No. 2 transaction management single 259722451.90
Fund trust
China Life Insurance Company Limited(601628) Asset Management Bank Of China Limited(601988) – Guoshou assets
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