Everbright Securities Company Limited(601788) special verification report on strategic investors of Chengda Pharmaceutical Co., Ltd. in its initial public offering
Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as “Chengda pharmaceutical”, “issuer” or “company”) sponsored and underwritten by Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” or “sponsor (lead underwriter)”) applied for initial public offering of shares (hereinafter referred to as “this issuance”) and listing on the gem, which was approved by Shenzhen Stock Exchange on August 10, 2021 (hereinafter referred to as “Shenzhen Stock Exchange”) was examined and approved by the GEM Listing Committee and approved to register by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 8, 2021.
In accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), and the 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 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”), the specifications for the underwriting of initial public offerings under the registration system (zsxf [2021] No. 213) and the relevant provisions of other laws, regulations and normative documents, The recommendation institution (lead underwriter) shall verify the qualification of the strategic placement investors and issue this verification report. 1、 Basic information of strategic placement (I) number of strategic placement
The issuer plans to issue 24174035 shares to the public, accounting for 25.00% of the total shares of the company after the public offering. The initial strategic placement quantity of this issuance is 3626105 shares, accounting for 15.00% of this issuance quantity. 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. （2） Strategic placement object
The strategic placing objects of this issuance include the following categories:
(1) The senior management and core employees of the issuer participated in the special asset management plan established by the strategic placement: the employees of Guangzheng asset management Chengda pharmaceutical participated in the gem strategic placement collective asset management plan (below)
(2) 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. （3） Participation scale
The number of Chengda pharmaceutical employees’ salary management plan to participate in the strategic placement is no more than 10.00% of the number of this public offering, that is, no more than 2417403 shares, which meets the relevant requirements of Article 18 of the special provisions. The number of follow-up investment of relevant subsidiaries of the recommendation institution is expected to be 5.00% of the number of shares issued this time, i.e. 1208702 shares, The follow-up investment institution is Everbright Securities Company Limited(601788) alternative investment subsidiary Everbright fuzun Investment Co., Ltd. (hereinafter referred to as “Everbright fuzun”) (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).
A total of one strategic investor participated in the strategic placement this time (if the relevant subsidiary of the sponsor follows the investment, the number of strategic investors is 2). The initial number of strategic placement shares is 3626105, accounting for 15.00% of the number of shares issued this time, which is in line with the special provisions and implementation rules. There should be no more than 10 strategic investors for this issuance, In principle, the total amount of shares placed by strategic investors shall not exceed 20% of the number of shares issued to the public. （4） Sales restriction period
The special asset management plan established by the issuer’s senior managers and core employees participating in this strategic placement is Chengda pharmaceutical staff salary management plan, and the restricted sales period of its allocated shares is 12 months.
Related investment subsidiaries of the sponsor (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) It is Everbright fuzun Investment 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 issued to the public are listed on the Shenzhen Stock Exchange.
After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction. 2、 Subject qualification of participants in this strategic placement (I) Guangzheng asset management Chengda pharmaceutical employees participate in the gem strategic placement collective asset management plan
1. Basic information
The 9th meeting of the 4th board of directors of the issuer deliberated and adopted the proposal on the participation of senior managers and core employees of the company in the strategic placement of the company’s initial public offering and listing on the gem, and agreed that some senior managers and core personnel should establish a special asset management plan and participate in the strategic placement of the offering with a special asset management plan. The number of Chengda pharmaceutical employees’ salary management plan to participate in the strategic placement is no more than 10.00% of the number of this public offering, that is, no more than 2417403 shares. The details are as follows:
Product Name: Guangzheng asset management Chengda pharmaceutical employees participate in the gem strategic placement collective asset management plan
Product code stm610
Name of manager: Shanghai Everbright Securities Company Limited(601788) Asset Management Co., Ltd
Custodian name Industrial Bank Co.Ltd(601166)
Filing date: December 14, 2021
Date of establishment: December 14, 2021
Maturity date: December 13, 2026
Investment type equity
The name, title, subscription amount and proportion of participants are as follows:
Serial number name title is whether the subscription amount of directors, supervisors and senior managers is held by the asset management plan (10000 yuan) (%)
1. Chairman Ge Jianli is 2400.0036.36%
2 Lu Gang, director and general manager, 2100.0031.82%
3 Lu Jin’s deputy general manager is 1800.0027.27%
4 Peng Zhiyong, deputy general manager, is 300.004.55%
Total 6600.00100.00%
Note: the final number of subscribed shares will be confirmed after the issue price is determined.
2. Actual dominant subject
According to the asset management contract, the manager independently manages and uses the assets of the collective plan in accordance with the provisions of the asset management contract, signs the investment documents of the collective plan with other third parties on behalf of the collective plan in the name of the manager, and exercises the rights arising from the investment of the assets of the asset management plan in accordance with relevant provisions and the provisions of the asset management contract. Therefore, Shanghai Everbright Securities Company Limited(601788) Asset Management Co., Ltd. (hereinafter referred to as “Guangzheng asset management”) is the actual dominant subject of the asset management plan.
3. Strategic placement qualification
According to Article 18 of the special provisions: “The senior management and core employees of the issuer may participate in the strategic placement of this offering by establishing an asset management plan. The number of securities allocated to the above asset management plan shall not exceed 10% of the number of securities issued to the public, and shall promise to hold the placed securities for no less than 12 months from the date of listing of the securities of this public development bank.”
Chengda pharmaceutical staff salary management plan was established for the purpose of this strategic placement. The board of directors of the issuer has considered and approved that the senior management and core employees of the issuer participate in this strategic placement through the establishment of a special asset management plan. The share holders of Chengda pharmaceutical’s employee salary management plan are senior managers or core employees of the issuer, have signed labor contracts with the issuer, and are qualified for this strategic placement.
4. Sources of funds involved in strategic placement
According to the commitment issued by Guangzheng asset management, the manager of Chengda pharmaceutical employee salary management plan, Chengda pharmaceutical employee salary management plan is a collective asset management plan entrusted by the issuer’s senior managers and core employees, and there is no situation of being entrusted by other investors or entrusting other investors to participate in this strategic placement; Participating in the strategic placement of the issuer conforms to the investment scope agreed in the asset management plan and asset management contract.
5. Restricted period
The manager of Chengda pharmaceutical’s salary management plan has issued a commitment: “the restricted period of the shares obtained by the asset management plan through this strategic placement is 12 months, and the shares held by this placement will not be transferred in any form during the restricted period.” （2） Subsidiary of recommendation institution Everbright fuzun Investment Co., Ltd. (if follow-up investment is required)
1. Basic information
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, The follow-up investment institution is Everbright fuzun, a subsidiary of the recommendation institution. According to the business license and articles of association of Everbright fuzun, the basic information of Everbright fuzun is as follows:
Company name: Everbright fuzun Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 9131010605459764×0
Address: room 801-803, No. 1508, Xinzha Road, Jing’an District, Shanghai
Legal representative: Yu Huinan
Registered capital: RMB 2 million
Date of establishment: September 26, 2012
Investment in financial products, mineral products (including iron ore), metal materials (including precious metals), building materials (including steel), chemical products (excluding hazardous chemicals), feed, rubber and cotton
Business scope: wholesale of flowers, wood, glass, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (except pig products), liquor and fuel oil
The import and export business of the above commodities and related technologies. (projects subject to approval according to law shall be approved by
Business activities can be carried out only after approval by relevant departments)
According to the business license, articles of association and other materials provided by Everbright fuzun, and after verification, Everbright fuzun is a limited liability company established according to law, there is no situation that it must be terminated according to relevant laws and regulations and the articles of association, its operating funds are its own funds, and there is no situation of raising funds from investors in a non-public manner, There is no case that the assets are managed by the fund manager, nor does he act as any private fund manager. Therefore, Everbright fuzun is not a private investment fund or private placement manager 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 does not need to perform the registration and filing procedures in accordance with relevant regulations.
2. Ownership structure and investment structure
Everbright fuzun is an alternative investment subsidiary legally established by the recommendation institution (lead underwriter) Everbright Securities Company Limited(601788) , with 100% equity held by Everbright Securities Company Limited(601788) , which is in line with the provisions of paragraph (4) of Article 32 of the detailed rules for implementation.
3. Restricted period
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, Everbright fuzun will participate in the strategic placement of the offering in accordance with relevant regulations; The restricted sale period of its allocated shares is 24 months, which shall be calculated from the date when the shares issued this time are listed on the Shenzhen Stock Exchange.
3、 Selection criteria and placement qualification verification of strategic investors
The strategic placement investors are selected in accordance with the implementation rules, special provisions and other relevant provisions. The specific standards are as follows:
(1) The issuer’s senior managers and core employees participated in the special asset management plan established by the strategic placement: the employees of Guangzheng asset management Chengda pharmaceutical participated in the gem strategic placement collective asset management plan;
(2) 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. 4、 Qualification verification of strategic placement participants
After verification, Shanghai Hansheng law firm hired by the sponsor (lead underwriter) believes that the selection criteria and placement qualification of strategic investors in this issuance comply with the provisions of laws, regulations and normative documents such as the special provisions and the detailed rules for implementation, and there are no prohibitions specified in Article 33 of the detailed rules for implementation.
The prohibitions stipulated in Article 33 of the detailed rules for implementation are:
(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 undertakes to share the underwriting expenses, introduce and participate in other issues
