China Securities Co.Ltd(601066)
About Shouyao holding (Beijing) Co., Ltd
Special verification report of strategic investors
Shouyao Holdings (Beijing) Co., Ltd. (hereinafter referred to as “Shouyao Holdings” or “the issuer”) plans to make an initial public offering of shares and be listed on the science and Innovation Board (hereinafter referred to as “this offering”) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”, “sponsor” or “lead underwriter”) as the sponsor (lead underwriter) of this offering of Shouyao holdings, in accordance with the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (SZF [2021] No. 76) (hereinafter referred to as the “implementation measures”) The relevant provisions of the 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”) and the underwriting specifications for initial public offering of shares under the registration system (zjf [2021] No. 213) verify the strategic investors of Shouyao holdings in this offering, Issue the following special verification report.
1、 Strategic placement scheme
(I) number of strategic placements
The proposed public offering of 37.18 million shares, accounting for 25.00% of the total share capital after the issuance. The initial strategic placement issued 1859000 shares, accounting for 5.00% of this issuance. 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.
(II) participants
In this offering, the strategic placement investor is determined as China Securities Co.Ltd(601066) Investment Co., Ltd. (hereinafter referred to as ” China Securities Co.Ltd(601066) investment”) which is the relevant subsidiary of the sponsor participating in the follow-up investment after considering the investor qualification and market conditions.
(III) participation scale
According to the underwriting guidelines, China Securities Co.Ltd(601066) investment will subscribe for 2% – 5% of the issuer’s shares in this public offering according to the stock issuance price, and the follow-up investment ratio is expected to be 5.00% of the number of shares in this public offering, i.e. 1859000 shares. The specific proportion shall be determined according to the scale of the issuer’s 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 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.
Since the final actual subscription quantity of China Securities Co.Ltd(601066) investment is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of the strategic placement investors after determining the issuance price. The specific proportion and amount of follow-up investment will be determined after the issuance price is determined on March 10, 2022 (T-2).
A total of one investor participated in this strategic placement, and the initial number of strategic placement was 1859000 shares, which met the requirements in the implementation measures and underwriting guidelines that the number of strategic investors in this issuance should not exceed 10 and the total number of shares placed by strategic investors should not exceed 20% of the number of shares in this public offering. (IV) placing conditions
The allocated objects identified above have entered into a subscription agreement with the issuer to participate in the strategic placement, will not participate in the preliminary inquiry of the issuance, and promise to subscribe at the issuance price determined by the issuer and the sponsor (lead underwriter).
(V) sales restriction period
China Securities Co.Ltd(601066) investment commitment 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.
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.
2、 Basic information of strategic investors
(I) basic information
Company name China Securities Co.Ltd(601066) Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person)
Unified social credit code 91110111ma0193jp0g
Address: 109, block C, Beijing fund town building, No. 1, Jinyuan street, Changgou Town, Fangshan District, Beijing
Legal representative: Xu jiongwei
Registered capital: 610 million yuan
Date of establishment: November 27, 2017
Business term: November 27, 2017 to no fixed term
Investment management; Equity investment management; Investment consulting (except intermediary); Project investment. （ “1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to enterprises other than the investment enterprises within its business scope; 5. It is not allowed to promise the investment principal to investors No loss or commitment of minimum return “; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
China Securities Co.Ltd(601066) investment is a limited liability company established according to law. There is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association. Its operating funds are its own funds. There is no situation that it is established by raising funds from investors in a non-public way, that its assets are managed by the fund manager, and that it has not served as any private fund manager. Therefore, China Securities Co.Ltd(601066) investment does not belong to private investment funds or private managers regulated in accordance with the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and there is no need to perform the registration and filing procedures in accordance with relevant regulations.
(II) equity structure
As of the signing date of this report, the equity structure of China Securities Co.Ltd(601066) investment is as follows:
Serial number shareholder name shareholding ratio
1 China Securities Co.Ltd(601066) 100.00%
Total 100.00%
China Securities Co.Ltd(601066) Beijing Financial Holding Group Co., Ltd., the largest shareholder of securities, holds 34.61% and Central Huijin Investment Co., Ltd., the second largest shareholder, holds 30.76%. Because the first two shareholders cannot decide on the election of more than half of the members of the board of directors, they cannot control the board of directors and more than half of the voting rights of the general meeting of shareholders, Therefore, there is no controlling shareholder and actual controller in China Securities Co.Ltd(601066) securities, and there is no actual controller in China Securities Co.Ltd(601066) investment.
(III) strategic placement qualification
China Securities Co.Ltd(601066) investment, as an alternative investment subsidiary legally established by the sponsor China Securities Co.Ltd(601066) securities, is qualified to participate in the strategic placement of the issuer’s initial public offering, which is in line with Article 8 (IV) of the underwriting guidelines
(IV) relationship with the issuer and the lead underwriter
As of the signing date of this report, China Securities Co.Ltd(601066) investment is an alternative investment subsidiary of the sponsor (lead underwriter) China Securities Co.Ltd(601066) securities, and has an associated relationship with the sponsor (lead underwriter). Beijing Chunlin equity investment center (limited partnership) holds 44043200 shares of the issuer (corresponding to 0.3949% of the shareholding ratio before the issuance), and China Securities Co.Ltd(601066) investment parent China Securities Co.Ltd(601066) Capital Management Co., Ltd., a wholly-owned subsidiary of China Securities Co.Ltd(601066) securities, holds 9.12% of the capital contribution of Beijing Chunlin equity investment center (limited partnership) and is a general partner. In addition, China Securities Co.Ltd(601066) investment has no relationship with the issuer.
(V) sources of funds for subscription
According to China Securities Co.Ltd(601066) investment commitment, it uses its own funds to subscribe for the issuer’s shares, and does not use non own funds to subscribe for the issuer’s shares, or accept the entrustment of other investors or entrust other investors to participate in this strategic placement. According to the audit report of China Securities Co.Ltd(601066) investment in the latest year, the working capital of China Securities Co.Ltd(601066) investment is sufficient to cover the subscription capital of the strategic placement agreement signed with the issuer.
(VI) other commitments related to this offering
China Securities Co.Ltd(601066) investment has issued the following commitments for participating in the strategic placement: 1. The holding period of the shares obtained by the company for this placement is 24 months from the date of the issuer’s initial public offering and listing; 2. There is no affiliated relationship between the company and the issuer, and there is no act of conveying illegitimate interests with the issuer or other interested parties; 3. The company does not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and shall not seek the control right of the issuer during the restricted sale period of the allocated shares.
3、 Selection criteria and placement qualification verification of strategic investors
According to Article 8 of the underwriting guidelines, investors who can participate in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, allotment of shares and closed operation; (IV) relevant subsidiaries of the sponsor participating in the follow-up investment; (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules. According to paragraph (II) of Article 18 of the implementation measures, strategic investors participating in stock placement shall use their own funds and shall not accept entrustment or entrust others to participate, except for securities investment funds and other entities established according to law and meeting specific investment purposes.
According to paragraph (I) of Article 6 of the underwriting guidelines, if the number of IPO shares is more than 400 million, the number of strategic investors shall not exceed 30; For more than 100 million shares and less than 400 million shares, there shall be no more than 20 strategic investors; For less than 100 million shares, there should be no more than 10 strategic investors. According to Article 7 of the underwriting guidelines, investors participating in the strategic placement of the issuer shall subscribe for the number of shares of the issuer they have promised to subscribe for at the final issue price. According to Article 18 of the underwriting guidelines, the relevant subsidiaries of the recommendation institution participating in the placement shall promise to subscribe for 2% to 5% of the initial public offering shares of the issuer according to the stock issuance price. According to paragraphs (II) and (III) of Article 17 of the implementation measures, if the number of shares in the initial public offering is more than 100 million shares, the total number of shares allocated by the strategic investor shall not exceed 30% of the number of shares in the current public offering in principle; If the number of shares in the initial public offering is less than 100 million, the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in the current public offering.
After verification, a total of one investor participated in the strategic placement, and the target of the strategic placement is the relevant subsidiaries of the sponsor participating in the follow-up investment. The number of shares issued by the initial strategic placement was 1859000 shares, accounting for 5.00% of the number of shares issued this time; The above arrangements comply with 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.
The investors participating in the strategic placement have signed the strategic investor placement agreement with the issuer respectively. The strategic investors do not participate in the preliminary inquiry of the issuance (except for the securities investment funds not participating in the strategic placement managed by the securities investment fund manager), and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the lead underwriter China Securities Co.Ltd(601066) investment commitment the holding period of the shares allocated this time is 24 months from the date of the issuer’s initial public offering and listing.
The lead underwriter believes that the selection criteria and placement qualification of strategic investors in this offering comply with the implementation measures, underwriting guidelines and other laws and regulations. The above-mentioned entities participate in the strategic placement of this offering and meet the selection criteria and placement qualification of strategic investors in this offering.
4、 Whether the strategic investors are prohibited by Article 9 of the underwriting guidelines
Article 9 of the underwriting guidelines stipulates: “the issuer and the lead underwriter shall not be under the following circumstances when placing shares to strategic investors:
1. The issuer and the lead underwriter promise the strategic investors that the share price will rise after listing, or if the share price does not rise, the issuer will buy back the shares or give any form of economic compensation;
2. The lead underwriter introduces strategic investors on the condition of promising to share the underwriting expenses, introducing and participating in the strategic placement of other issuers, and returning the brokerage commission for the placement of new shares;
3. After listing, the issuer subscribes to the securities investment fund managed by the issuer’s strategic investors;
4. The issuer promises to appoint the personnel associated with the strategic investor as the directors, supervisors and senior managers of the issuer during the restricted sale period of the shares allocated to the strategic investor, except that the senior managers and core employees of the issuer set up a special asset management plan to participate in the strategic placement;
5. Except for the circumstances specified in Item 3 of Article 8 of these guidelines, strategic investors use non self owned funds to subscribe for the shares of the issuer, or accept the entrustment of other investors or entrust other investors to participate in this strategic placement;
6. Other direct or indirect transfer of benefits. “
According to the placement agreement signed between the issuer and China Securities Co.Ltd(601066) investment and the commitment letters issued by the issuer, the lead underwriter and China Securities Co.Ltd(601066) investment respectively, the lead underwriter believes that there is no prohibited situation specified in Article 9 of the underwriting guidelines when the issuer and the lead underwriter place shares with strategic investors.
5、 Lawyer’s verification opinion
Beijing BOC law firm believes that the strategic investors in this strategic placement comply with the relevant provisions on the selection criteria and placement qualification of strategic investors in the implementation measures, underwriting guidelines and other relevant applicable rules, and there are no prohibitions specified in Article 9 of the underwriting guidelines.
6、 Lead underwriter for
