Minsheng Securities Co., Ltd
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Special verification report of strategic investors
New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as “Xinte electric”, “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 GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on September 10, 2021, On February 23, 2022, it was approved to register by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in document zjxk [2022] No. 378. Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
In accordance with the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “Registration Measures”), 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 (hereinafter referred to as the “implementation rules”) and other relevant laws and regulations According to the regulatory provisions, self-discipline rules and other documents, the sponsor (lead underwriter) checked the qualification of strategic placement of initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and issued the following special verification report.
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 April 10, 2020, the issuer held the ninth meeting of the third board of directors. The meeting deliberated and adopted proposals such as the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s initial public offering of RMB common shares (A shares) and listing on the gem, and the proposal on the distribution plan of accumulated profits before the company’s initial public offering, And decided to submit the above proposal to the 2019 annual general meeting of shareholders held on April 30, 2020 for deliberation.
On April 6, 2021, the issuer held the fourth meeting of the Fourth Board of directors. The meeting deliberated and passed the proposal on extending the validity period of relevant resolutions on the company’s application for initial public offering and listing and the proposal on extending the authorization period of the board of directors to handle matters related to the company’s initial public offering and listing, and decided to submit the above proposal to the first extraordinary general meeting of shareholders in 2021 held on April 21, 2021 for deliberation.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On April 30, 2020, the issuer held the 2019 annual general meeting of shareholders. The meeting deliberated and passed the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s initial public offering of RMB common shares (A shares) and listing on the gem, and the proposal on the distribution plan of accumulated profits before the company’s initial public offering of shares And other proposals related to this stock issuance and listing.
On April 21, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021. The meeting deliberated and passed the proposal on extending the validity period of relevant resolutions on the company’s application for initial public offering and listing, the proposal on extending the authorization period of the board of directors to handle matters related to the company’s initial public offering and listing, and other proposals related to this stock offering and listing.
(III) examination of Shenzhen Stock Exchange and CSRC on this issuance and listing
On September 10, 2021, the GEM Listing Committee of Shenzhen Stock Exchange issued the announcement on the results of the 57th review meeting of the municipal Party Committee on the gem in 2021. According to the contents of the announcement, the gem stock listing committee of Shenzhen stock exchange held the 57th meeting of 2021 on September 10, 2021 and has considered and approved the issuance and listing (initial public offering) of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd.
On February 23, 2022, the CSRC issued the reply on Approving the registration of initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zjxk [2022] No. 378), approving the issuer’s application for registration of initial public offering of shares.
(IV) examination and approval of the issuer’s participation in the strategic placement
On February 23, 2022, the issuer held the 12th meeting of the 4th board of directors, which deliberated and adopted the proposal on the strategic placement of some senior managers and core employees of the company participating in the initial public offering of RMB common shares and listing on the gem, and agreed with some senior managers and core employees of the issuer to participate in the strategic placement of the company’s initial public offering of shares and listing on the gem.
2、 About the determination of the strategic placement object and the number of shares placed in this issuance
The relevant plans for the strategic placement of the issuer’s shares are as follows:
(I) number of strategic placements
Xinte electric plans to issue 61.92 million shares to the public this time, accounting for 25.01% of the total share capital of the company after issuance, all of which are new shares to the public, and the shareholders of the company will not offer shares to the public.
The initial strategic placement quantity of this issuance is 9.288 million shares, accounting for 15% of this issuance quantity, not exceeding 20% of this issuance quantity, which is in line with Articles 29 and 32 of the detailed rules for the implementation of the initial public offering and underwriting business of the gem of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) Article 18 of the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”). The difference between the final strategic placement quantity and the initial strategic placement quantity is transferred back to offline issuance.
(II) determination of strategic placement object
In this offering, the strategic placement investors are comprehensively determined after considering the qualification of investors and market conditions, as follows:
(1) The special asset management plan established for the senior management and core employees of the issuer to participate in this strategic placement is the No. 1 collective asset management plan of Minsheng securities Xinte electric strategic placement (hereinafter referred to as “Xinte electric special asset management plan”).
(2) Minsheng Securities Investment Co., Ltd. (hereinafter referred to as “Minsheng investment”) is a relevant subsidiary of the sponsor. (contingent)
(III) participation scale of strategic placement
(1) The senior managers and core employees of the issuer participated in the special asset management plan of Xinte electric established by this strategic placement. The initial strategic placement quantity is 10% of the public offering quantity, i.e. 6192000 shares, and the subscription amount does not exceed 50.5 million yuan. The specific amount will be determined after the issuance price is determined.
The proposed subscription proportion and amount of Xinte Electric’s special asset management plan comply with the relevant provisions of Article 18 of the special provisions.
(2) The initial strategic placement of Minsheng investment was 3096000 shares, which was 5.00% of the number of shares issued this time. (contingent)
The initial strategic placement quantity of this issuance is 9.288 million shares, accounting for 15% of this issuance quantity, which does not exceed 20% of this issuance quantity, which is in line with Article 29 of the implementation rules.
(IV) placing conditions
The manager of Xinte Electric’s special asset management plan and Minsheng investment have signed subscription agreements with the issuer respectively, will not participate in the preliminary inquiry of this offering, 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 restricted sale period of the shares allocated to Xinte Electric’s special asset management plan is 12 months, and the restricted sale period of the shares allocated to Minsheng investment is 24 months. The restricted sale period starts 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 shares allocated by Xinte Electric’s special asset management plan and Minsheng investment shall be subject to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on share reduction.
3、 Compliance of strategic placement objects participating in this offering
(I) special information management plan of Xinte electric
1. Basic information
Specific name: Minsheng securities Xinte electric strategic placement No. 1 collective asset management plan
Date of establishment: March 2, 2022
Scale of raised funds: the product scale is 50.5 million yuan, and the upper limit of subscription scale is 50.5 million yuan. Manager: Minsheng Securities Co., Ltd
Actual controlling entity: Minsheng Securities Co., Ltd., which is not the senior management of the issuer
2. Establishment
Xinte Electric’s special asset management plan has completed the filing of China securities investment fund industry association according to law on March 4, 2022, and obtained the Filing Certificate with product code svd676.
3. Actual dominant subject
Xinte Electric’s special asset management plan is actually dominated by Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities”).
According to the asset management contract, the main rights enjoyed by the manager include: (1) independently manage and use the assets of the asset management plan in accordance with the asset management contract; (2) According to the asset management contract, obtain the management expenses and performance remuneration (if any) of the manager in time and in full; (3) Exercise the rights arising from the property investment of the asset management plan in accordance with relevant regulations and the asset management contract; (4) In accordance with the asset management contract and other relevant provisions, supervise the custodian. If the custodian violates the asset management contract or relevant laws and regulations and causes significant losses to the assets of the asset management plan and the interests of other parties, it shall take timely measures to stop it and report to the relevant dispatched offices of the CSRC and the China Securities Investment Fund Association; (5) Provide or entrust service institutions recognized by the CSRC and the China Securities Investment Fund 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; (6) 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; (7) To sell the plan by itself or entrust an organization with fund sales qualification to sell the plan, the business rules related to the sales of the plan can be formulated and adjusted, and the sales behavior of the sales organization shall be subject to necessary supervision; (8) Other rights stipulated by laws and regulations, China Securities Regulatory Commission, China Securities Investment Fund Association and the asset management contract.
Therefore, Minsheng securities can independently manage and use the assets of the asset management plan, exercise the rights arising from the investment of the asset management plan, and exercise the corresponding rights against the client and custodian. It is the actual dominant subject of the special asset management plan of Xinte electric. The client, that is, the senior managers and core employees of the issuer, is not the dominant subject of the special asset management plan of Xinte electric.
4. Strategic placement qualification
According to the information and confirmation provided by the issuer, and after verification, the special asset management plan of Xinte electric was established for the purpose of this strategic placement, in line with the provisions of item (V) of Article 32 of the implementation rules, and the filing procedures have been completed in accordance with the requirements of applicable laws and regulations; The share holders of the special asset management plan of Xinte electric have signed labor contracts with the issuer or its holding subsidiaries, and the labor contracts exist legally. The senior managers and core employees of the issuer have participated in the special asset management plan established by this strategic placement and are qualified for strategic placement.
5. Sources of subscription funds participating in strategic placement
The capital source of Xinte Electric’s special asset management plan participating in this strategic placement is the self owned funds of senior managers and core employees.
6. Details of participants participating in strategic placement
The name, position, amount and proportion of participants in the special asset management plan of Xinte electric are as follows:
Serial number name position capital contribution amount (10000 share is the issuer yuan or not) person: Dong Jiangao
1 Chairman Tan Yong 950.00 18.81%
2. Director and general manager of Li Peng 170.00 3.37%
3. Director Wang Shujing and Deputy technical director 710.00 14.06% are
4 Zhao yunyun, director and sales director 670.00 13.27%
5 Shi Fengxiang supervisor and general manager of sales department 360.00 7.13% yes
6 directors and technical directors of zongbaofeng 290.00 5.74%
7 Duan Tingting, director and Secretary of the board of directors 620.00 12.28%
8 Xiao Wei’s financial director 270.00 5.35% yes
9 Zhang ahuan, chief technical engineer 420.00 8.32% no
10 Chen Peizhi, deputy technical director 420.00 8.32% no
11 Geng Chunjiang equipment development manager 170.00 3.37% no
Total 505000 100.00%-
Note 1: the final number of subscribed shares will be confirmed after the issue price is determined on T-2.
(II) livelihood investment
1. Basic information
Enterprise name
