Guotai Junan Securities Co.Ltd(601211)
About Shenzhen minglida Precision Technology Co., Ltd
Special verification report of strategic investors for initial public offering and listing on GEM Shenzhen minglida Precision Technology Co., Ltd. (hereinafter referred to as “minglida” or “the issuer”) plans to make an initial public offering in China and list on GEM (hereinafter referred to as “this offering”) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” or ” Guotai Junan Securities Co.Ltd(601211) “) serves as the sponsor (lead underwriter) of this offering.
In accordance with the relevant provisions of the detailed rules for the implementation of the issuance and underwriting business of initial public offering of securities on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules”), some senior managers of the issuer Core employees have set up Dongguan securities minglida gem ESOP collective asset management plan (hereinafter referred to as “minglida asset management plan”) to participate in the strategic placement of this offering.
Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”) is an alternative investment subsidiary established by Guotai Junan Securities Co.Ltd(601211) according to law. The sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) participated in the strategic placement of minglida this time through securities margin investment. 1、 Verification of basic information of strategic investors in this offering
1. Dongguan securities minglida gem ESOP collective asset management plan
(1) Basic information
1) Name: Dongguan securities minglida gem ESOP collective asset management plan
2) Date of establishment: March 3, 2022
3) Filing time: March 8, 2022
4) Product Code: svd840
5) Scale of raised funds: 130 million yuan
6) Manager: Dongguan Securities Co., Ltd
7) Custodian: Bank Of Ningbo Co.Ltd(002142)
8) Actual dominant body: Dongguan Securities Co., Ltd
(2) Resolution of the board of directors
The 19th meeting of the first board of directors of the issuer deliberated and approved the proposal on senior managers and core employees participating in the strategic placement of the company’s initial public offering of RMB common shares and listing, and agreed that some senior managers and core employees should subscribe for and establish a special asset management plan, and participate in the strategic placement of this offering with a special asset management plan.
(3) Executives and employees involved in this offering and strategic placement
The fund raised by minglida asset management plan is no more than 130 million yuan. The names, positions and proportions of participants are as follows:
Serial number name Title whether it is a special plan of a listed company proportion of senior management and core employees (10000 yuan)
1 the chairman and general manager of Tao Cheng is 650050.00
Zhang Xianming, director and deputy general manager, is 292522.50
3. Yang Decheng, director and chief financial officer, is 195015.00
Secretary of the board of directors
Four securities affairs representatives issued later are 162512.50
Total 13 Tcl Technology Group Corporation(000100) .00
Note: 100% of the funds raised from the strategic placement of Dongguan Liming securities will be used to pay for the strategic placement of this gem. Note 2: the final number of subscribed shares will be confirmed after the issue price is determined.
(4) Identification of actual dominant subject
The actual controlling body of minglida asset management plan is Dongguan Securities Co., Ltd. (hereinafter referred to as “Dongguan securities”). Dongguan securities has actual control over the investment decision-making and independent operation arrangement of minglida asset management plan, the rights exercise arrangement of relevant shareholders of the issuer and the implementation arrangement of voting at the general meeting of shareholders of the issuer.
(5) Strategic placement qualification
According to the 19th meeting of the first board of directors of the issuer and the asset management contract of Dongguan securities minglida gem employee stock ownership collective asset management plan and other documents, some senior managers and core employees of the issuer participate in the strategic placement of this offering through the establishment of Dongguan securities minglida gem employee stock ownership collective asset management plan.
Minglida asset management plan was filed with the securities investment fund industry association on March 8, 2022.
After verification, the personnel participating in the strategic placement of this issuance are the senior management and core employees of the issuer, which have an important impact on the production and operation of the issuer, and have signed labor contracts with the issuer or its subsidiaries; Relevant senior managers and key employees set up minglida asset management plan to participate in the strategic placement of this issuance, which has been deliberated and approved by the board of directors of the issuer; Minglida asset management plan’s participation in the strategic placement of this offering complies with the provisions on the qualification of investors participating in the strategic placement of the issuer in Item (V) of Article 32 of the implementation rules. (6) Commitments related to this offering
According to the relevant laws and regulations of Dongguan Liming Technology Co., Ltd. on the initial public offering of Precision Technology Co., Ltd. and the relevant laws and regulations of Dongguan Liming Technology Co., Ltd.:
1) Dongguan securities is the actual controlling body of minglida asset management plan, and has actual control over the investment decision-making arrangement of minglida asset management plan, the exercise arrangement of minglida asset management plan as the rights of the issuer’s shareholders, the voting implementation arrangement of the issuer’s general meeting of shareholders and the independent operation of minglida asset management plan;
2) Minglida asset management plan is an asset management plan established according to law and has been filed with China Securities Investment Fund Association;
3) The investors participating in minglida asset management plan are senior managers or core employees of the issuer and its subsidiaries, and are qualified investors who meet the provisions on the operation and management of private asset management plan of securities and futures operating institutions;
4) The capital contribution of minglida asset management plan to subscribe for the strategic placement of the issuer comes from the senior managers or core employees of the issuer and its subsidiaries, which complies with the relevant provisions of the guiding opinions on standardizing the asset management business of financial institutions, and there is no leverage, grading, nesting, etc;
5) Minglida asset management plan does not accept the entrustment of other investors other than the senior managers or core employees of the issuer and its subordinate companies or entrust other investors to participate in the strategic placement directly or indirectly;
6) Within 12 months from the date of listing of the issuer’s shares (share lock-in period), the issuer’s shares obtained from the strategic placement of minglida asset management plan will not be transferred or entrusted to others other than the company, nor will they be repurchased by the issuer, unless otherwise provided by laws and regulations;
7) If the lock-in period of shares stipulated or required by laws, administrative regulations, departmental rules or China Securities Regulatory Commission and Shenzhen stock exchange is longer than the lock-in period promised in this commitment letter, the lock-in period and sales restriction conditions of the issuer’s shares held by minglida asset management plan will be automatically implemented in accordance with these regulations and requirements;
8) After the lock up period of the issuer’s shares held by minglida asset management plan expires, the reduction of the issuer’s shares will strictly comply with the provisions of laws, regulations and the rules of Shenzhen Stock Exchange;
9) The share holders of minglida asset management plan are senior managers or core employees of the issuer and its subsidiaries. In addition, minglida asset management plan and Dongguan securities have no other relationship with the issuer and Guotai Junan Securities Co.Ltd(601211) company;
10) Dongguan securities does not transfer illegitimate interests as listed in Article 33 of the implementation rules between Dongguan securities and the issuer, Guotai Junan Securities Co.Ltd(601211) or other interested parties;
11) If the above commitments are proved to be untrue or not observed, the proceeds from the sale of shares by minglida asset management plan managed by Dongguan securities will belong to the issuer, and minglida asset management plan will pay the aforesaid proceeds to the account designated by the issuer within five working days.
If minglida asset management plan fails to fulfill the above commitments and causes losses to the issuer or other investors, minglida asset management plan will be liable for compensation to the issuer or other investors according to law.
(7) Sources of subscription funds participating in strategic placement
The recommendation institution (lead underwriter) has obtained the capital contribution bank account flow of Tao Cheng, Zhang Xianming, Yang Decheng and Zhang houfa, as well as the commitment letter of the share holders of the employee salary management plan related to this placement signed by the above four asset management plan principals.
Upon Guotai Junan Securities Co.Ltd(601211) verification, Tao Cheng, Zhang Xianming, Yang Decheng and Zhang houfa participated in the strategic placement from their own funds and did not accept the entrustment of others or entrust others to participate in the subscription; As the share holder of the asset management plan, the trustor is the actual holder of the placement shares, and agrees to subscribe for the number of issuer shares promised in the asset management plan at the finally determined issuance price.
(8) Necessary procedures performed in this asset management plan
The fourth extraordinary general meeting of shareholders in 2020 and the first extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the initial public offering and listing of RMB common shares. The 19th meeting of the first board of directors of the issuer deliberated and adopted the proposal on the participation of senior managers and core employees in the company’s initial public offering of RMB common shares and listing strategic placement.
On February 24, 2022, Dongguan Securities Co., Ltd. (hereinafter referred to as the “manager”) issued the promotion announcement of the asset management plan. The promotion period was originally scheduled to be from February 28 to March 1, 2022, and then the raising was ended in advance on February 28, 2022. On March 2, 2022, Daxin Certified Public Accountants (special general partnership) issued the capital verification report for the establishment of this plan (daxinyz [2022] No. 1800001). On March 3, 2022, the manager of minglida asset management plan issued the establishment announcement of the plan. On March 8, 2022, this asset management plan was filed and approved by China Securities Investment Fund Industry Association (Product Code: svd840).
After verification, the recommendation institution (lead underwriter) believes that minglida asset management plan has been legally filed and complies with the relevant provisions of the CSRC on asset management plan. To sum up, the sponsor (lead underwriter) believes that the personnel participating in the strategic placement of this issuance are the senior managers or core employees of the issuer. The relevant senior managers and core employees have established a minglida asset management plan to participate in the strategic placement of this issuance, which has been deliberated and approved by the board of directors of the issuer; Minglida asset management plan was established according to law and legally filed, which complies with the relevant provisions of the CSRC on asset management plan; Minglida asset management plan’s participation in the strategic placement of this offering complies with the provisions on the qualification of investors participating in the strategic placement of the issuer in Article 32 of the implementation rules.
2. Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd
(1) Basic information
Company name: Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd
Legal representative: Wen Zhi
Date of establishment: February 12, 2018
Address: room 1106, No. 3255, Zhoujiazui Road, Yangpu District, Shanghai
Registered capital: 300 million yuan
Paid in capital: 300 million yuan
Business scope: equity investment, financial product investment. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
After verification, Zhengyu 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 manner, that its assets are managed by the fund manager, and that it has not served as any private fund manager. Therefore, Zhengyu investment is not a private investment fund or private 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 it is not necessary to perform the registration and filing procedures in accordance with relevant regulations.
(2) Relationship with the issuer and the recommendation institution (lead underwriter)
After verification, as of the issuance date of this special verification report, zyu investment is a subsidiary of Guotai Junan Securities Co.Ltd(601211) securities, and zyu investment is associated with Guotai Junan Securities Co.Ltd(601211) securities; Securities margin investment has no relationship with the issuer.
(3) Controlling shareholder and actual controller
Zhengyu investment is a wholly-owned subsidiary established by the sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) with Guotai Junan Securities Co.Ltd(601211) holding 100% of its equity and Guotai Junan Securities Co.Ltd(601211) actually controlling Zhengyu investment.
(4) Strategic placement qualification
According to the provisions of Chapter IV of the implementation rules on “follow-up investment of relevant subsidiaries of the sponsor”, as an alternative investment subsidiary established by the sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) according to law, CSI is qualified to participate in the strategic placement of the issuer’s initial public offering, which is in line with the provisions of item (IV) of Article 32 of the implementation rules.
According to the relevant provisions of the code for the management of alternative investment subsidiaries of securities companies, Guotai Junan Securities Co.Ltd(601211) since 2018, the alternative investment business beyond the list of self operated investment varieties has been fully undertaken by csyu investment, and the compliance and risk management of csyu investment have been incorporated into the Guotai Junan Securities Co.Ltd(601211) unified system of the parent company.
(5) Sources of subscription funds participating in strategic placement
The funds used by Zhengyu investment to participate in this strategic placement are its own funds.
After verification of the audit report of the latest fiscal year and the latest financial report of Zhengyu investment, the working capital of Zhengyu investment is sufficient to cover the subscription capital of the strategic placement agreement signed with the issuer.
(6) Commitment letter related to this offering
According to the relevant laws and regulations and the letter of commitment on participating in the strategic placement of Shenzhen minglida Precision Technology Co., Ltd. and listing on the gem signed by Zhengyu investment, the relevant commitments are as follows:
1) Zhengyu investment is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement;
2) The source of funds used by Zhengyu investment to participate in the strategic placement is from
