Haitong Securities Company Limited(600837)
About Maiwei (Shanghai) Biotechnology Co., Ltd
IPO strategic placement
of
Special verification report
Sponsor (lead underwriter)
(address: No. 689, Guangdong Road, Shanghai)
December 2021
Maiwei (Shanghai) Biotechnology Co., Ltd. (hereinafter referred to as “Maiwei biotechnology”, “issuer” or “company”) made an initial public offering of shares (hereinafter referred to as “this offering”) and listed on the science and innovation board. The application documents were reviewed and approved by the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on September 3, 2021, On December 7, 2021, it was registered and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC” and “CSRC”) zjxk [2021] No. 3859. The sponsor (lead underwriter) of this offering is Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”).
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) Measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “implementation measures”), guidelines for the application of the issuance and underwriting rules on 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”) The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), the industry advocacy suggestions 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 of stock issuance on the science and Innovation Board (hereinafter referred to as the “advocacy suggestions”), and other relevant laws According to the regulations and other relevant documents, the lead underwriter verifies the strategic placement qualification of Maiwei (Shanghai) Biotechnology Co., Ltd. for IPO and issues this verification report.
1、 Basic information of strategic placement (I) number of strategic placement
99.9 million 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 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 shares issued by the initial strategic placement is 14985000 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 public offering, that is, 4995000 shares. 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 recommendation institution (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:
No. Name institution type restricted period of allocated shares
Fucheng Haifutong Maiwei biological employees are the senior management and core employees of the issuer
1. Kechuang board strategic placement collective asset management participated in the special assets established in this strategic placement for 12 months
Plan management plan
2. 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, the number of strategic investors shall not exceed 10. The placement of this offering to two strategic investors is in line 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 2 investors participated in the strategic placement. The initial number of shares issued by the strategic placement was 14.985 million, accounting for 15% of the number of shares issued, of which the number of shares expected to be invested by the relevant subsidiaries of the sponsor was 5% of the shares issued by the public, i.e. 4.995 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, i.e. 9.99 million shares, and the upper limit of the subscription scale will not exceed 85.68 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 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.
2. According to 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 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 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 December 30, 2021 (T-2).
The initial number of follow-up shares of Haitong venture capital is 5% of the number of this public offering, i.e. 4995000 shares. Since the final subscription quantity of Haitong venture capital is related to the final issuance scale, the sponsor (lead underwriter) has the right to adjust the final subscription quantity of Haitong venture capital after determining the issuance price.
3. The number of employees of Fucheng Haifutong Maiwei biology participating in the strategic placement collective asset management plan of the science and Innovation Board (hereinafter referred to as the “Maiwei biology special asset management plan”) participating in the strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 9.99 million shares, and the upper limit of the subscription model (including the brokerage commission for the placement of new shares) shall not exceed 85.68 million yuan. （4） Placing conditions
The strategic investor has signed a strategic placement agreement with the issuer, 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.
Maiwei (Shanghai) Biotechnology Co., Ltd. published on December 24 (T-6), 2021
Formula, upper limit of strategic placement shares, selection criteria of strategic investors, etc. On December 29, 2021 (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 issue price, the lead underwriter shall determine the final placement amount and placement quantity of each investor according to the pricing of this issue, 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 and listing of Maiwei (Shanghai) Biotechnology Co., Ltd. on the science and Innovation Board announced on December 31, 2021 (t-1) will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the restricted sales period. On January 6, 2022 (T + 2), the announcement of initial offline placement results and online winning results of Maiwei (Shanghai) Biotechnology Co., Ltd. in its initial public offering of shares 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. （5） Sales restriction period
Haitong venture capital promises to obtain the restricted sales 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 Maiwei 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.
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 Shanghai Stock Exchange on share reduction. （6） Verification
The lead underwriter and the Shanghai jintiancheng law firm hired by the lead underwriter 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 required the issuer to issue a letter of commitment on the verification matters. Relevant verification documents and legal opinions will be disclosed on December 31, 2021 (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. Maiwei biological special asset management plan
(1) Basic information
The number of employees of Fucheng Haifutong Maiwei biology participating in the strategic placement collective asset management plan of the science and Innovation Board (hereinafter referred to as “Maiwei biology special asset management plan”) participating in the strategic placement shall not exceed 10% of the scale of this public offering, i.e. 99900000 shares, and the upper limit of the subscription scale (including the brokerage commission for the placement of new shares) shall not exceed 85.68 million yuan. The details are as follows:
Name: Fucheng Haifutong Maiwei biological employees participate in the strategic placement collective asset management plan of the science and Innovation Board
Date of establishment: December 8, 2021
Scale of raised funds: 85.68 million yuan
Product filing information: the product code is ste318 and the filing date is December 8, 2021
Manager: Shanghai Fucheng Haifutong Asset Management Co., Ltd
Custodian: Haitong Securities Company Limited(600837)
Actual controlling entity: the actual controlling entity is Shanghai Fucheng Haifutong Asset Management Co., Ltd., and the senior managers and core employees of the issuer are non actual controlling entities
A total of 10 people participated in Maiwei biological special asset management plan. The names, positions, actual contributions, holding proportion of asset management plan shares, employee types, etc. of the participants are as follows:
No. Name job actual contribution amount asset management plan share holding proportion of employee category (10000 yuan)
1 Liu Datao, director, general manager and 3600.0042.02% senior management manager of Maiwei biology
2 Xie Ning, director of Maiwei biology, 300.003.50% senior management of Thailand, and general manager of Kang biology
3 Zhang Jinchao, director, deputy 350.004.09% senior management and general manager of Maiwei biology
4 Wang Shuhai, deputy general manager of Maiwei biology, 260.003.03% senior managers
Director and deputy director of Maiwei biology
5 Hu Huiguo, general manager, director 150.001.75% of senior management and Secretary of the board of directors
6. Dong Weiyi, deputy general manager of Maiwei biology, 125.001.46% of senior managers
7 Li hanmaiwei, deputy general manager of biology 253.002.95% senior managers
8 Chen Xi, deputy general manager of Maiwei biology 1850.0021.59% senior managers
9 Yu Shanshan, general manager of Maiwei biology, helped 1000.0011.67% of core employees
reason
10 Ding Mansheng, deputy general manager of Taikang biology, 680.007.94% of core employees
Total 8568.00100.00%-
Note 1: “Taikang biology” refers to Jiangsu Taikang biomedical Co., Ltd., which is a wholly-owned subsidiary of Maiwei (Shanghai) Biotechnology Co., Ltd. Note 2: the difference in the mantissa between the sum of the total number and the number of each part is caused by rounding. Note 3: the total payment amount of Maiwei biological special asset management plan is 85.68 million yuan, and the upper limit of subscription amount (including new share placement brokerage commission) for participating in this strategic placement shall not exceed 85.68 million yuan.
Note 4: latest
