China International Capital Corporation Limited(601995)
About wankai New Material Co., Ltd
Special verification report on the placement qualification of strategic investors with initial public offering and listing on the gem sponsor (lead underwriter)
China International Capital Corporation Limited(601995)
Address: 27th floor and 28th floor, building 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
March, 2002
Shenzhen Stock Exchange:
Wankai New Material Co., Ltd. (hereinafter referred to as "wankai new material", "issuer" or "company") applied for initial public offering (hereinafter referred to as "this offering") and listing on the gem, which was deliberated and approved by the members of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "your exchange" and "Shenzhen Stock Exchange") on September 1, 2021, It was registered by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in the document zjxk [2022] No. 4 on January 12, 2022.
This issuance adopts directional placement to strategic investors (hereinafter referred to as "strategic placement") Offline inquiry and placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance") China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") is the sponsor (lead underwriter) of this offering China International Capital Corporation Limited(601995) issue special verification opinions on whether the qualifications of investors to participate in the strategic placement (hereinafter referred to as "strategic investors") meet the requirements of laws and regulations.
In order to issue this verification opinion, China International Capital Corporation Limited(601995) has obtained the following guarantee from the strategic investor: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, effective and legal China International Capital Corporation Limited(601995) has been in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance and underwriting issued by the CSRC (CSRC order [No. 144], hereinafter referred to as the "measures") Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167], hereinafter referred to as the "measures for the administration of registration") and special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the "special provisions"), The detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the "detailed rules for the implementation of initial public offerings") issued by your exchange, Relevant laws and regulations such as the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) issued by the China Securities Association (hereinafter referred to as the "Securities Association") and the relevant requirements of the business rules of the Shenzhen Stock Exchange (hereinafter referred to as the "relevant applicable rules") have verified the matters related to strategic investors, Beijing Haiwen law firm was entrusted to verify matters related to the placement of strategic investors.
Based on the relevant materials provided by the issuer and strategic investors, the verification opinions issued by Beijing Haiwen law firm and the relevant verification results conducted by China International Capital Corporation Limited(601995) are as follows. 1、 Strategic placement scheme (I) strategic placement quantity
The initial shares issued this time are 85.85 million shares, accounting for 25% of the total share capital of the company after this issuance (excluding the over allotment option). A total of 4 strategic investors participated in the strategic placement this time (if the relevant subsidiaries of the sponsor follow the investment, the number of strategic investors is 5. The number of shares in the initial strategic placement of this issuance is 17.17 million shares, accounting for 20% of the initial issuance. The number of follow-up investment of the relevant subsidiaries of the sponsor is expected to be 5.00% of the issuance (if the offering 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 strategic placement of the offering in accordance with relevant regulations). (II) participants
(1) Large enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer or their subordinate enterprises: Shanghai Guosheng industry enabling private investment fund partnership (limited partnership) (hereinafter referred to as "Guosheng enabling fund"), Hongsheng Beverage Group Co., Ltd. (hereinafter referred to as "Hongsheng group") Guangzhou industrial control capital management Co., Ltd. (hereinafter referred to as "industrial control capital");
(2) Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention: China Insurance Investment Fund (limited partnership) (hereinafter referred to as "China Insurance Investment Fund"); (3) Follow up investment of relevant subsidiaries of the recommendation institution: China CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth") (if the offering price exceeds the median and weighted average of offline investors' quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as "public fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension") The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as "insurance fund") in accordance with the measures for the administration of the use of insurance funds, whichever is lower, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the relevant provisions).
(III) participation scale
The specific proportion and amount will be determined after the issue price is determined on [], 2022 (T-2). (1) The list of investors to participate in this strategic placement is as follows:
Serial number name of strategic investor commitment subscription amount (10000 yuan)
1 Shanghai Guosheng industry empowerment private investment fund partnership (limited partnership)
2 Hongsheng Beverage Group Co., Ltd
3 China Insurance Investment Fund (limited partnership) 7000
4 Guangzhou industrial control capital management Co., Ltd
Note: the "committed subscription amount" in the above table refers to the committed subscription amount agreed in the strategic investor placement agreement signed by the strategic investor, the issuer and the joint lead underwriter.
The strategic investor agrees that the issuer will place the shares at the final issue price, and the number of shares placed will be rounded down according to the calculation result of the following formula, accurate to shares. The number of shares placed = the amount of subscription money allocated to the strategic investor / the issue price.
The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 5.00% of the number of this issuance, The follow-up investment institution is CICC wealth Securities Co., Ltd (if the offering 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 strategic placement of the offering in accordance with relevant regulations).
(2) A total of 4 strategic investors participated in this strategic placement (if the relevant subsidiaries of the sponsor follow the investment, the number of strategic investors is 5), and the initial number of strategic placement shares is 17.17 million. In accordance with the requirements of the special provisions and the detailed rules for the implementation of business that the number of strategic investors in this offering should not exceed 10, and the total number of shares allocated by strategic investors should not exceed 20% of the number of shares in this public offering in principle. (IV) placing conditions
After verification by the sponsor (lead underwriter) and Beijing Haiwen law firm, the strategic investors participating in the strategic placement have signed the placement agreement with the issuer, do not participate in the preliminary inquiry of the issuance, and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter). (V) sales restriction period
The strategic placing objects of this issuance are Shanghai Guosheng industry enabling private investment fund partnership (limited partnership), Hongsheng Beverage Group Co., Ltd., China Insurance Investment Fund (limited partnership), Guangzhou industrial control capital. The issuing price exceeds the median and weighted average of offline investors' quotation after excluding the highest quotation, as well as public funds after excluding the highest quotation Social security fund, pension fund, enterprise annuity fund and insurance fund, whichever is lower, the relevant subsidiary of the sponsor will participate in the strategic placement of this offering in accordance with relevant regulations) is China CICC wealth Securities Co., Ltd., and the sales restriction period of its allocated shares is 24 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.
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 Shenzhen Stock Exchange on share reduction. 2、 Qualification of participants in this strategic placement (I) Shanghai Guosheng industry empowerment private investment fund partnership (limited partnership)
(1) Basic information
According to the business license, partnership agreement and other materials of Guosheng enabling fund and the confirmation of Guosheng enabling fund, it will be posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) Through inquiry, the basic information of Guosheng enabling fund is as follows:
Company name: Shanghai Guosheng industry empowerment private investment fund partnership (limited partnership)
Date of establishment: May 26, 2021
Unified social credit code 91310000ma1h3t33h executive partner Shanghai Guosheng Capital Management Co., Ltd
The total subscribed capital contribution is 2539 million yuan
Registered address: room 835, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
General items: engage in equity investment, investment management, asset management and other activities with private funds (the business scope must be registered with China Securities Investment Fund Industry Association before engaging in business activities) (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
After verification, Guosheng enabling fund is a limited partnership established according to law, and there is no situation that it must be terminated according to relevant laws and regulations and the partnership agreement. 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, the measures for the registration of private investment fund managers and fund filing (for Trial Implementation) and the requirements of China Securities Investment Fund Industry Association, the filing and registration procedures of private investment funds have been handled. The filing code is sqs794 and the filing date is June 9, 2021.
(2) Capital contribution structure and actual controller
According to the business license, partnership agreement and other materials of Guosheng enabling fund and the confirmation of Guosheng enabling fund, it will be posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) Query: as of the date of issuance of this verification report: 1) from the perspective of contribution share, Shanghai Guosheng (Group) Co., Ltd. (hereinafter referred to as "Guosheng group") directly holds 49.98% of the contribution share of Guosheng enabling fund, and indirectly holds 0.24% of the contribution share of Guosheng enabling fund through Shanghai Guosheng Capital Management Co., Ltd. (hereinafter referred to as "Guosheng capital"), It holds 50.22% of the capital contribution of Guosheng endowment fund in total, and is the largest share holder of Guosheng endowment fund; 2) From the perspective of control, Guosheng capital is the general partner and executive partner of Guosheng enabling fund, and Shanghai Shengpu enterprise management partnership (limited partnership) (hereinafter referred to as "Shanghai Shengpu") is also the general partner of Guosheng enabling fund. It is the executive mandatory follow-up platform of Guosheng capital, the executive partner of Guosheng enabling fund, Failing to carry out the partnership affairs of Guosheng enabling fund; Guosheng group holds 30% equity of Guosheng capital, and Shanghai Shengpu, another shareholder of Guosheng capital, holds 28.59% equity of Guosheng capital; Shanghai Shengpu has signed the letter of commitment for concerted action, promising to keep consistent with Guosheng group in making decisions on matters related to Guosheng enabling fund; Therefore, Guosheng group actually controls Guosheng enabling fund. To sum up, Guosheng enabling fund is a subordinate enterprise of Guosheng group. In addition, Guosheng group is a wholly-owned subsidiary of Shanghai state owned assets supervision and Administration Commission, and the actual controller of Guosheng enabling fund is Shanghai state owned assets supervision and Administration Commission. The contribution structure of Guosheng enabling fund is as follows:
Note 1: the shareholders of Anhui Science and Technology Industry Investment Co., Ltd. include: (I) Anhui credit financing guarantee Group Co., Ltd., holding 880193%, which is a wholly-owned subsidiary of Anhui Provincial People's government; (II) Anhui Guoyuan Capital Co., Ltd., holding 119807%, is a wholly-owned subsidiary of Anhui Guoyuan Financial Holding Group Co., Ltd. and Anhui Provincial People's government holds 100% of the equity of Anhui Guoyuan Financial Holding Group Co., Ltd. Therefore, Anhui Provincial People's government is the actual controller of Anhui Science and Technology Industry Investment Co., Ltd.
Note 2: please refer to note 1 for the shareholders of Anhui Guoyuan Capital Co., Ltd. Anhui Provincial People's government is the actual controller of Anhui Guoyuan Capital Co., Ltd.
Note 3: Shanghai Shengpu is the executive mandatory follow-up investment platform of Guosheng capital, and the capital contribution structure is as follows: (I) executive partner Zhou Daohong, accounting for 22.5%; (II) Liu Xin, accounting for 15.5%; (III) Wu Qinwei, accounting for 15.5%; (IV) Li Weigang, accounting for 15.5%; (v) Lin Jing, accounting for 15.5%; (VI) Wang Jianhao, accounting for 15.5%.
(3) Association relationship
After verification and confirmation by Guosheng enabling fund, there is no relationship between Guosheng enabling fund and the issuer and the lead underwriter.
(4) Strategic placement qualification
According to the confirmation and verification of Guosheng endowment fund, the issuer signed the strategic cooperation framework agreement with Guosheng group and Guosheng endowment fund
