Citic Securities Company Limited(600030)
About Jiayuan Technology Co., Ltd
IPO strategic placement
of
Special verification report
Sponsor (lead underwriter)
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Citic Securities Company Limited(600030) as a sponsor (lead underwriter) of Jiayuan Technology Co., Ltd. (hereinafter referred to as “Jiayuan technology”, “issuer” or “company”) for initial public offering of shares and listing on the gem (hereinafter referred to as “sponsor (lead underwriter)” or “lead underwriter”), according to the measures for the administration of registration of initial public offering of shares on the gem (Trial) The provisions of relevant laws, regulations and other relevant documents such as the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”) and the implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as the “implementation rules”), This verification report is issued for the verification of the strategic placement qualification of Jiayuan Technology Co., Ltd. for the initial public offering of shares. 1、 Approval and authorization of this issuance and listing on GEM (I) approval of the board of directors of the Issuer on this issuance and listing
On September 12, 2020, the issuer held the 14th meeting of the second board of directors, deliberated and adopted the proposal on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on the gem and other proposals related to this offering and listing, and decided to submit these proposals to the issuer’s 4th extraordinary general meeting in 2020 for deliberation. （2） Approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On September 28, 2020, the issuer held the 4th extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on the gem and other proposals related to this offering and listing. （3） Review of the issuance and listing by Shenzhen Stock Exchange and China Securities Regulatory Commission on July 2, 2021, the listing review center of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) issued the announcement on the results of the 36th review meeting of the municipal Party Committee on GEM in 2021. According to the contents of the announcement, The GEM Listing Committee of Shenzhen stock exchange held the 36th meeting in 2021 on July 2, 2021, deliberating and approving the issuance and listing (initial public offering) of Jiayuan technology.
On December 2, 2021, the China Securities Regulatory Commission announced the reply on Approving the registration of initial public offering of Jiayuan Technology Co., Ltd. (zjxk [2021] No. 3309), agreeing to the issuer’s application for registration of initial public offering of shares.
（4） Approval of the Issuer on matters related to participation in this strategic placement
On September 22, 2021, the issuer held the 20th meeting of the second board of directors, deliberated and adopted the proposal on senior managers and core employees participating in the company’s initial public offering and strategic placement on the gem, and agreed with some senior managers Core employees participate in the strategic placement of the company’s initial public offering of RMB common shares and listing on the gem. 2、 About the determination of the strategic placement object and the number of shares placed in this issuance
According to the resolutions of the 20th meeting of the second board of directors of the issuer, the relevant plans for the strategic placement of the issuer’s shares are as follows: (I) determination of the strategic placement object
The target of this issuance strategic placement must be one of the objects specified in Article 32 of the implementation rules: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation; Where follow-up investment is implemented in accordance with the provisions of these rules, the alternative investment subsidiary established by the recommendation institution according to law or the alternative investment subsidiary established by the securities company that actually controls the recommendation institution according to law; The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; Other strategic investors who comply with laws, regulations and business rules.
According to the special provisions and the implementation rules, if the issue 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 shall participate in the follow-up investment; If the issuing price does not exceed 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 need not participate in the follow-up investment.
If the relevant subsidiary of the sponsor needs to participate in the follow-up investment, Citic Securities Company Limited(600030) the subsidiary implementing the follow-up investment is Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”). As a contingency, the issuer and CSI signed the subscription agreement on the initial public offering of shares by Jiayuan Technology Co., Ltd. and listing on the gem.
In addition, the issuer and the lead underwriter have determined one object to participate in the strategic placement – Citic Securities Company Limited(600030) Jiayuan technology employee to participate in the gem strategic placement collective asset management plan according to the number of IPO shares, share restriction arrangements and actual needs, and in accordance with the provisions of relevant laws and regulations.
A total of two investors participated in the strategic placement, which is in line with the provisions of Article 29 of the implementation rules that “if the number of initial public offering shares is less than 100 million shares, the number of strategic investors shall not exceed 10”. （2） Number of shares strategically placed
The number of follow-up investment of CSI investment shall not exceed 5.00% of the scale of this public offering (if the issuing 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 follow-up investment according to relevant regulations), The final actual subscription quantity is related to the final issue price and the actual issue scale. The issuer and Citic Securities Company Limited(600030) will adjust the final actual subscription quantity of CSI investment after determining the issue price. The specific follow-up investment amount will be determined after the issuance price is determined on December 31, 2021 (T-2). The difference between the final placement quantity and the initial placement quantity of strategic investors is transferred back to offline issuance.
The follow-up investment ratio will be determined according to the issuance scale: if the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan; 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; 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; 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 proportion and amount will be determined after the issue price is determined on T-2.
The number of follow-up investment of CSI shall not exceed 5% of the scale of this public offering, and the number of senior managers and core employees of the issuer participating in the special asset management plan established by this strategic placement shall not exceed 10% of the scale of this public offering, and the total shall not exceed 15% of the scale of this public offering, It meets the requirements of Article 29 of the implementation rules that “if the number of shares issued 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 issued in the current public offering”.
3、 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. Citic Securities Company Limited(600030) Investment Co., Ltd
(1) Basic information
Through public inquiry and verification of the business license, articles of association and other documents provided by CSI, the current basic situation of CSI is as follows:
Enterprise name Citic Securities Company Limited(600030) Investment Co., Ltd. unified social code / registration 91370212591286847j
number
Type: limited liability company (natural person) legal representative: Fang Hao
(sole proprietorship of legal person invested or controlled)
The registered capital is RMB 140 million, and the date of establishment is April 1, 2012
Address: Building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
The business term is from April 1, 2012 to no fixed term
Financial product investment, securities investment and equity investment (the above scope shall be approved by China Securities Investment Fund
The scope of business shall not be engaged in taking deposits from the public without the approval of the financial regulatory department according to law
Financing guarantee, agency financing and other financial services). (for projects subject to approval according to law, relevant departments shall
Business activities can be carried out only after the door is approved)
Shareholder Citic Securities Company Limited(600030)
Directors: Zhang Youjun (Chairman), Zhang Dongjun, Fang Hao
Key Personnel Supervisor: Niu Xuekun
General manager: Fang Hao
(2) Association relationship
Upon verification, CSI is a wholly-owned subsidiary of the sponsor (lead underwriter) Citic Securities Company Limited(600030) .
Except for the above circumstances, CSI investment has no other related relationship with the issuer and the recommendation institution (lead underwriter).
(3) Strategic placement qualification
CSI is a wholly-owned subsidiary of the recommendation institution (lead underwriter) Citic Securities Company Limited(600030) . It is a “relevant subsidiary of the recommendation institution participating in follow-up investment”. It is qualified to participate in the strategic placement of the issuer’s initial public offering and complies with the relevant provisions of Chapter IV of the implementation rules on “follow-up investment of relevant subsidiaries of the recommendation institution”.
According to the letter of commitment issued by CSI, it is a Citic Securities Company Limited(600030) wholly-owned subsidiary, which meets the selection criteria and placement qualification of strategic investors specified in the implementation rules.
(4) Sources of subscription funds participating in strategic placement
According to the letter of commitment issued by CSI, the source of funds for its subscription of the strategic placement shares is its own funds, which is in line with the investment direction of the funds. According to the audit report of CSI in 2020, the current assets of CSI are sufficient to cover the subscription amount promised in the subscription agreement.
(5) Sales restriction period and related commitments
According to the subscription agreement signed between CSI and the issuer, the restricted sale period of the shares allotted by CSI is 24 months from the date of listing of such shares. After the expiration of the restricted sale period, the reduction of the allocated shares by CSI shall be subject to the relevant provisions of the CSRC and Shenzhen Stock Exchange on share reduction.
CSI promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and not to seek the control right of the issuer during the restricted sale period of the allocated shares.
2. Citic Securities Company Limited(600030) Jiayuan technology employees participate in the gem strategic placement collective asset management plan
(1) Basic information
Specific name: Citic Securities Company Limited(600030) Jiayuan technology employees participate in the gem strategic placement collective asset management plan. Actual dominant entity: Citic Securities Company Limited(600030)
Date of establishment: December 8, 2021
Filing date: December 9, 2021
Scale of raised funds: 59 million yuan
Upper limit of subscription scale: 10%
Manager: Citic Securities Company Limited(600030)
Actual controlling entity: Citic Securities Company Limited(600030) , the actual controlling entity is not the senior management of the issuer
(2) Establishment
Citic Securities Company Limited(600030) Jiayuan technology employees participate in the gem strategic placement collective asset management plan (hereinafter referred to as “Jiayuan technology employee asset management plan”), with Citic Securities Company Limited(600030) as the manager and China Merchants Bank Co.Ltd(600036) as the custodian.
Jiayuan technology employee asset management plan currently exists legally, has completed relevant filing procedures, and obtained the Filing Certificate of China Securities Investment Fund Industry Association on December 9, 2021, with the filing number of stb374. (3) Actual dominant subject
According to the asset management contract of Citic Securities Company Limited(600030) Jiayuan technology employees participating in the gem strategic placement collective asset management plan, The rights of the manager include “independently manage and use the assets of the asset management plan in accordance with the asset management contract; timely and fully obtain the manager’s management expenses and performance remuneration (if any) in accordance with the asset management contract.” ； Exercise the rights arising from the property investment of the asset management plan in accordance with relevant provisions and the asset management contract; Supervise the custodian in accordance with the asset management contract and other relevant provisions, and take timely measures to stop the custodian from violating the asset management contract or relevant laws and regulations and causing significant losses to the assets of the asset management plan and the interests of other parties, and report to the relevant dispatched offices of the CSRC and the Securities Investment Fund Association; Provide or entrust service institutions recognized by the CSRC and the securities investment fund industry association to provide services such as raising, share registration, valuation and accounting, information technology system, etc. for the asset management plan, and conduct necessary supervision and inspection on their behavior; Exercise ownership registration and other rights generated in the process of investment on behalf of the asset management plan in the name of the manager; Stop or suspend the participation and withdrawal of the collective plan and terminate the operation of the collective plan in accordance with the provisions of the contract; When the assets of the collective plan are damaged, the legal liability shall be investigated to the relevant responsible person; When an error occurs, recover the unjust enrichment from the parties; Without prejudice to the substantive interests of investors, the manager has the right to adjust or supplement relevant matters in the management and operation of the collective plan according to the actual situation of the management and operation, and make a timely announcement “. Therefore, the manager Citic Securities Company Limited(600030) of Jiayuan technology employee information management plan can independently decide the investment of the asset management plan within the agreed scope, the management of invested projects and internal operation, and is the actual dominant subject of Jiayuan technology employee information management plan.
(4) Strategic placement qualification
Economic insurance
