Huatai United Securities Co., Ltd., JPMorgan securities (China) Co., Ltd
About Rongchang biopharmaceutical (Yantai) Co., Ltd
Special verification report of strategic investors
Rongchang biopharmaceutical (Yantai) Co., Ltd. (hereinafter referred to as “Rongchang biopharmaceutical”, “issuer” or “company”) applied for initial public offering (hereinafter referred to as “this offering”) and listing on the science and innovation board, which was examined and approved by the stock listing committee of the Shanghai Stock exchange (hereinafter referred to as “Shanghai Stock Exchange”) on November 11, 2021, On January 11, 2022, it was approved to register by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in document zjxk [2022] No. 62. Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor (co lead underwriter)” serve as the sponsor (co lead underwriter) of this offering, Huatai United Securities and JPMorgan securities (China) Co., Ltd. (hereinafter referred to as “JPMorgan securities (China)”) serve as the joint lead underwriters of this offering (Huatai United Securities and JPMorgan securities (China) are collectively referred to as “joint lead underwriters”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), and the implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (hereinafter referred to as the “implementation measures”) The provisions of relevant laws, regulations and other relevant documents such as 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 (revised in 2021) (hereinafter referred to as the “underwriting guidelines”), the underwriting specifications for initial public offering of shares under the registration system (hereinafter referred to as the “underwriting specifications”), The joint lead underwriters verify the strategic placement qualification of Rongchang biopharmaceutical (Yantai) Co., Ltd. for IPO and listing on the science and innovation board, and issue this verification report.
1、 Approval and authorization of this issuance and listing on the science and Innovation Board
(I) approval of the board of directors of the Issuer on this issuance and listing
The issuer convened the eighth meeting of the first board of directors on May 10, 2021 in accordance with legal procedures, deliberated and adopted the relevant proposals on IPO and listing on the science and innovation board.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On June 1, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, the first general meeting of shareholders of domestic shares and unlisted foreign shares in 2021, and the first general meeting of shareholders of H shares in 2021, and deliberated and approved the relevant proposals on IPO and listing on the science and innovation board.
(III) examination and approval of Shanghai Stock Exchange and CSRC on this issuance and listing
On November 11, 2021, the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange issued the announcement on the results of the 84th review meeting of the Municipal Committee of the science and Innovation Board of Shanghai Stock Exchange in 2021. According to the contents of the announcement, the stock listing committee of the science and Innovation Board of Shanghai stock exchange held the 84th meeting of 2021 on November 11, 2021 and has considered and approved the issuance and listing (initial public offering) of Rongchang biopharmaceutical (Yantai) Co., Ltd.
On January 11, 2022, the CSRC issued the reply on Approving the registration of initial public offering of shares of Rongchang biopharmaceutical (Yantai) Co., Ltd. (zjxk [2021] No. 62), approving the issuer’s application for registration of initial public offering of shares.
2、 Placement of strategic investors in this offering
The relevant plans for the strategic placement of the issuer’s shares are as follows:
(I) determination of strategic placement object
The strategic placement object of this issuance must be one of the circumstances that meet the provisions of Article 8 of the underwriting guidelines: 1. Large enterprises or their subordinate enterprises that have a strategic cooperative relationship or long-term cooperative vision 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 participate in the special asset management plan established by this strategic placement;
6. Other strategic investors who comply with laws, regulations and business rules.
In accordance with the provisions of relevant laws and regulations, the issuer and the joint lead underwriters determine the strategic placement objects of this offering as follows:
S / N name organization type sales restriction period
1. Relevant subsidiaries of the sponsor of Huatai Innovation Investment Co., Ltd. for follow-up investment for 24 months
Huatai Rongchang biological home No. 1 Scientific Innovation Board employees are senior managers and core members of the issuer
2. Shareholding collective asset management plan workers participate in the special 12-month asset management plan established by this strategic placement
3 National Council of social security funds
A large-scale public pension fund with the intention of investing in five or 12-month basic pension funds of its subordinate companies
3-2 national social security fund 114 portfolio fund or its subordinate enterprises
4. 12 months for everyone Life Insurance Co., Ltd
5. Shanghai Zhangjiang Technology Venture Capital Co., Ltd. is a large enterprise with strategic cooperation with the issuer for 12 months. Shanghai Guosheng industry empowerment private investment fund has a cooperative relationship or long-term cooperation vision
6 partnership (limited partnership) or its subordinate enterprises for 12 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 initial public offering shares is less than 100 million shares, the number of strategic investors shall not exceed 10. The placement to six strategic investors in this offering complies with Article 6 of the underwriting guidelines.
(II) participation scale of strategic placement
The issuer plans to issue 54426301 shares to the public, accounting for 10.00% of the total share capital of the company after the issuance. All of them are new shares issued to the public. The shareholders of the company do not offer shares to the public. The total share capital of the company after the public offering is 544263003 shares.
The initial number of strategic placements issued in this offering was 10885260 shares, accounting for 20.00% of the total number of shares issued in this offering. The difference between the final number of strategic placements and the initial number of strategic placements was first transferred back to offline issuance.
1. According to the requirements of the underwriting guidelines, Huatai Innovation Investment Co., Ltd. (hereinafter referred to as “Huatai innovation”) will subscribe for 2% to 5% of the issuer’s shares in this public offering according to the stock issuance price, and the final follow-up 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 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. The specific follow-up investment amount will be determined after the issuance price is determined on March 18, 2022 (T-2).
The initial strategic placement issued by Huatai innovation follow-up investment was 1632789 shares, accounting for 3.00% of the public offering. Since the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the sponsor (co lead underwriter) will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price.
2. Huatai Rongchang biological home No. 1 science and Innovation Board employee stock ownership collective asset management plan, the number of strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 5442630 shares, and the upper limit of subscription scale (including new share placement brokerage commission) shall not exceed 275.5 million yuan.
3. The total amount to be subscribed by other strategic investors this time shall not exceed 280 million yuan (including the brokerage commission for the placement of new shares). The list of other strategic investors to participate in this strategic placement and the proposed subscription are as follows:
Maximum committed subscription amount
Serial number name of strategic investor type of investor (including new share placement Commission) (10000 yuan)
1 the National Social Security Fund Council has a long-term investment intention of 14000
1-1 basic endowment insurance fund 15021 combined insurance company or its subordinate enterprises 8000
1-2 national social security fund 114 portfolio industry and national large investment base 6000
2 Dajia Life Insurance Co., Ltd. or its subordinate enterprises 4500
3. Shanghai Zhangjiang Technology Venture Capital Co., Ltd. has a business relationship with the issuer of 6000
Strategic partnership or long-term cooperation
4 Shanghai Guosheng industry empowers large enterprises with the vision of private investment fund cooperation or its 3500
Affiliated enterprises of partnership (limited partnership)
Total 28000
Note: the “committed subscription amount” in the above table refers to the committed subscription amount agreed in the strategic investor subscription agreement for the initial public offering of shares of Rongchang biopharmaceutical (Yantai) Co., Ltd. (hereinafter referred to as the “strategic investor subscription agreement”) signed by the strategic investor and the issuer. The committed subscription amount includes the brokerage commission for the placement of new shares. The strategic investor agrees that the issuer will place shares at the final issue price. The number of shares placed is equal to the amount of subscription money allocated to the strategic investor divided by the issue price of this A-share and rounded down.
4. A total of 6 investors participated in the strategic placement, and the initial number of strategic placement shares was 10885260 shares (the upper limit of the expected number of shares to be subscribed), accounting for 20% of the number of shares issued this time, which met the requirements in the implementation measures and underwriting guidelines that there should be no more than 10 strategic investors in this issuance, and the total number of shares placed by strategic investors should not exceed 20% of the number of shares issued this time.
(III) placing conditions
The number of shares subscribed by the underwriter and the participating Underwriters will not be determined according to the initial subscription price of the strategic subscription agreement signed by the underwriter and the underwriter.
The announcement on the IPO arrangement and preliminary inquiry of Rongchang biopharmaceutical (Yantai) Co., Ltd. on the science and Innovation Board announced on T-6 will disclose the strategic placement method, the upper limit of the number of strategic placement shares, the selection criteria of strategic investors, etc. Before T-3 (including the same day), the strategic investors will pay the full subscription funds and the brokerage commission for the placement of new shares to the recommendation institution (co lead underwriter). The announcement on the initial public offering and listing of Rongchang biopharmaceutical (Yantai) Co., Ltd. on the science and Innovation Board announced on T-1 will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the sales restriction period. The announcement on the initial public offering of shares by Rongchang biopharmaceutical (Yantai) Co., Ltd. and its listing on the science and Innovation Board offline preliminary placement results and online winning results announced on T + 2 will disclose the name of the final allocated strategic investors, the number of shares and the arrangement of the sales restriction period.
(IV) sales restriction period
According to the strategic investor subscription agreement signed between the strategic investor and the issuer, the restricted period of the shares placed by the sponsor and the investment subsidiary is 24 months from the date of the issuer’s initial public offering and listing, and the restricted period of the shares placed by other strategic investors is 12 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 Shenzhen Stock Exchange on share reduction.
3、 Compliance of strategic placement objects participating in this offering
1. Huatai Innovation Investment Co., Ltd
(1) Basic information
Unified social code
Company name: Huatai Innovation Investment Co., Ltd. 9111 China High-Speed Railway Technology Co.Ltd(000008) 2819692a
/Registration number
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