Citic Securities Company Limited(600030) 、
Huaxing Securities Co., Ltd
About Beijing Jingwei Hengrun Technology Co., Ltd
Strategic investors in IPO
of
Special verification report
Sponsor (lead underwriter)
(North block of excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province) Co lead underwriter
(unit 2301, No. 1089, dongdaming Road, Hongkou District, Shanghai)
The application of Beijing Jingwei Hengrun Technology Co., Ltd. (hereinafter referred to as “Jingwei Hengrun” or “company” or “issuer”) for initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “this issuance and listing”) was examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on November 29, 2021, It was approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) to register on February 10, 2022 (zjxk [2022] No. 301).
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor (lead underwriter)”) is the sponsor (lead underwriter) of this offering and listing, and Huaxing Securities Co., Ltd. (hereinafter referred to as “Huaxing securities”) is the joint lead underwriter of this offering and listing ( Citic Securities Company Limited(600030) and Huaxing securities 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 measures for the administration of the registration of initial public offering shares on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance of listed companies, the code for underwriting initial public offering shares under the registration system (hereinafter referred to as the “underwriting code”), and the measures for the implementation of stock issuance and underwriting on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (hereinafter referred to as “the underwriting code”)“ This verification report is issued in accordance with the provisions of relevant laws, regulations and other relevant documents such as the implementation measures, 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 (revised in 2021) (hereinafter referred to as the “underwriting guidelines”) and the strategic placement of the issuer’s initial public offering (hereinafter referred to as the “strategic placement”). 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
On April 17, 2021, the issuer held the fourth meeting of the first board of directors, deliberated and approved the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on the science and innovation board and other relevant proposals for this issuance and listing.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On May 9, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on the science and innovation board and other relevant proposals for this issuance and listing.
(III) examination and approval of Shanghai Stock Exchange and CSRC on this issuance and listing
On November 29, 2021, the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange issued the announcement on the results of the 90th 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 90th meeting of 2021 on November 29, 2021 to review and agree with Jingwei Hengrun’s issuance and listing (IPO).
On February 10, 2022, Jingwei Hengrun obtained the reply on Approving the registration of initial public offering of shares by Beijing Jingwei Hengrun Technology Co., Ltd. (zjxk [2022] No. 301) from China Securities Regulatory Commission, and agreed to the registration application of the issuer for initial public offering of shares.
(IV) examination and approval of the issuer’s participation in the strategic placement
On March 10, 2022, the issuer held the ninth meeting of the first board of directors, deliberated and approved the proposal on the establishment of special asset management plan by the company’s senior managers and core employees and participating in the company’s initial public offering and strategic placement on the science and innovation board, and the proposal on the strategic placement object participating in the company’s initial public offering and strategic placement on the science and innovation board, It is agreed that the issuer will introduce Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”) and Citic Securities Company Limited(600030) Jingwei Hengrun employees to participate in the strategic placement No. 1 collective asset management plan of Kechuang board (hereinafter referred to as “Jingwei Hengrun employee No. 1 asset management plan”) Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the No. 2 collective asset management plan of strategic placement on the science and Innovation Board (hereinafter referred to as “Jingwei Hengrun employee No. 2 asset management plan”), Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the No. 3 collective asset management plan of strategic placement on the science and Innovation Board (hereinafter referred to as “Jingwei Hengrun employee No. 3 asset management plan”) Citic Securities Company Limited(600030) Jingwei Hengrun employees participated in the No. 4 collective asset management plan of strategic placement of Kechuang board (hereinafter referred to as “Jingwei Hengrun employee No. 4 asset management plan”), Nanfang Industrial Asset Management Co., Ltd. (hereinafter referred to as “Nanfang assets”) and Hefei Weihao Semiconductor Technology Co., Ltd. (hereinafter referred to as “Hefei Weihao”), And agree to sign the corresponding strategic placement agreement and handle the relevant issuance registration procedures. 2、 About the determination of the strategic placement object and the number of shares placed in this issuance
The relevant plans of the issuer’s strategic placement for this issuance and listing are as follows:
(I) determination of strategic placement object
The object of this issuance and placement must be one of the circumstances in line with Article 8 of the underwriting guidelines: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision; Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; Securities investment funds that meet certain conditions; Relevant subsidiaries of the recommendation institution; The special asset management plan established by the issuer’s senior managers and core employees; Comply with other laws and regulations of strategic investors.
The issuer and the joint lead underwriter shall determine the number of IPO shares, share restriction arrangements and actual needs, and determine the objects participating in the strategic placement in accordance with the provisions of relevant laws and regulations as follows:
Full name of sequential investor investor type limited amount of shares allocated to investors to be subscribed number of shares to be subscribed upper limit of selling period (RMB 10000) upper limit (shares)
1 Citic Securities Company Limited(600030) Investment Co., Ltd. participated in the sponsor of follow-up investment for 24 months. 20 Ping An Bank Co.Ltd(000001) 500000 companies constitute related subsidiaries
Citic Securities Company Limited(600030) longitude and latitude Hengrun
2. Employees have participated in the scientific innovation board war for 12 months 17168001119949 slightly placing No. 1 collective capital
Production management plan
Citic Securities Company Limited(600030) longitude and latitude Hengrun
3 employees participate in the senior management of the issuer for 12 months 1479500965147 slightly allotted No. 2 collective fund personnel and core employees
Property management plan and this strategic placement
Citic Securities Company Limited(600030) Jingwei hengrunli’s special asset management
4. Employees participate in the scientific innovation board war plan for 12 months 799680521669 slightly allotting No. 3 collective capital
Production management plan
Citic Securities Company Limited(600030) longitude and latitude Hengrun
5 employees participated in the scientific innovation board war for 12 months 602800393235 slightly allotted No. 4 collective capital
Production management plan
6. Nanfang industrial asset management has a strategic cooperative relationship with the issuer’s 10 Sealand Securities Co.Ltd(000750) 000 limited liability company operating business for 12 months
Hefei Weihao semiconductor technology or long-term cooperation vision
7. Subordinate enterprises of large enterprises of Technology Co., Ltd. have 10 Sealand Securities Co.Ltd(000750) 000 businesses in 12 months
Note: 1. The restricted period is calculated from the date of listing of the shares issued this time.
2. The four special asset management plans established by the issuer’s senior managers and core employees participating in this strategic placement are collectively referred to as “Jingwei Hengrun staff salary management plan”.
The compliance of the aforesaid strategic placement objects is detailed in part III of this verification report.
(II) subscription amount and quantity of strategic placement
1. China Securities Investment
CSI has signed a subscription agreement with the issuer, which stipulates that CSI will participate in the strategic placement of this issuance and listing in accordance with Article 18 of the underwriting guidelines.
CSI will subscribe for 2.00% to 5.00% of the issuer’s initial public offering shares according to the stock issuance price, that is, the upper limit of the number of shares subscribed is 1.5 million shares, and the upper limit of the subscription amount is 200 million yuan (including the new share placement brokerage commission). The specific proportion and amount will be determined according to the size of the issuer’s current public offering after the issuance price is determined on T-2.
2. Jingwei Hengrun staff salary management plan
The senior managers and core employees of the issuer have participated in the four special asset management plans set up by the strategic placement, and have signed the strategic placement agreement with the issuer. The number of shares to be subscribed in the salary management plan of Jingwei Hengrun staff does not exceed 10.00% of the total scale of the issuance, that is, the upper limit of the number of shares subscribed is 3 million shares, and the upper limit of the subscription amount is 459878 million yuan (including the brokerage commission for the placement of new shares), The specific proportion and amount will be determined after the issue price is determined on T-2.
The fund-raising scale and the upper limit of subscription scale of Jingwei Hengrun staff salary management plan are as follows:
The number of investors participating in the subscription with all raised funds accounts for the proportion of the total issued so-called investor type scale (yuan) (10000 yuan) (shares)
CITIC Securities
Senior management of Jingwei Hengrun issuer
Employee participants and core employees
1. The scientific innovation board war and the strategic placement set 1716800171680011199493.73% to slightly allocate the special asset management of No. 1 legislation
Collective asset plan
management plan
CITIC Securities
Senior management of Jingwei Hengrun issuer
Employee participants and core employees
2. The scientific innovation board war and the strategic placement set 147950014795009651473.22% to slightly allocate the special asset management of No. 2 legislation
Collective asset plan
management plan
CITIC Securities
Senior management of Jingwei Hengrun issuer
Employee participants and core employees
3. The scientific innovation board war and the strategic placement set 9996007996805216691.74% to slightly allocate the special asset management of No. 3 legislation
Collective asset plan
management plan
CITIC Securities
Senior management of Jingwei Hengrun issuer
Employee participants and core employees
4. Kechuang board war and the strategic placement set 7535006028003932351.31% to slightly allocate the special asset management of No. 4 legislation
Collective asset plan
management plan
Total 4949400459878030 Ping An Bank Co.Ltd(000001) 0.00%
3. Other strategic investors
In this strategic placement, other strategic investors have signed a subscription agreement with the issuer. The upper limit of the number of shares to be subscribed by other strategic investors is 1.5 million shares, and the upper limit of the amount to be subscribed is 200 million yuan (including the brokerage commission for the placement of new shares). The specific proportion and amount will be determined after the issuance price is determined on T-2.
The list of other strategic investors to participate in the strategic placement and the proposed subscription are as follows:
Full name of sequential investor the proportion of the number of investors to be subscribed to the upper limit of the total number of shares to be subscribed (10000 shares) (10000 yuan)
Nanfang industrial capital has a close relationship with the issuer’s business
1. Under the strategic partnership of production management Co., Ltd. or a large enterprise with a long-term vision of 75.00 2.50% 1000000 liability company
Affiliated enterprise
Hefei Weihao semi has the same business relationship with the issuer
2. Conductor technology has strategic cooperation relationship or
