Guotai Junan Securities Co.Ltd(601211)
About JieChuang Intelligent Technology Co., Ltd
Special verification report of strategic investors for initial public offering and listing on GEM
JieChuang Intelligent Technology Co., Ltd. (hereinafter referred to as “JieChuang intelligent” or “issuer”) plans to make an initial public offering of shares in China and be listed on the 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 established Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligence No. 1 strategic placement collective asset management plan (hereinafter referred to as “JieChuang intelligence No. 1 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 JieChuang intelligence in this offering through securities margin investment. 1、 Verification of basic information of strategic investors in this offering
1. Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligent No. 1 strategic placement collective asset management plan
(1) Basic information
1) Name: Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligent No. 1 strategic placement collective asset management plan
2) Date of establishment: September 30, 2021
3) Filing time: October 11, 2021
4) Product Code: ssw971
5) Scale of raised funds: 63.37 million yuan
6) Manager: Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd
7) Custodian: China Merchants Bank Co.Ltd(600036) Shanghai Branch
8) Actual controlling entity: Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd
(2) Resolution of the board of directors
The eighth meeting of the third board of directors of the issuer deliberated and approved the proposal on the participation of some 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 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 scale of funds raised by JieChuang intelligent No. 1 asset management plan is no more than 63.37 million yuan. The names, positions and proportions of participants are as follows:
Serial number name title is the subscription amount and subscription proportion of the listed company
Senior management and key employees (10000 yuan) (%)
1 Chairman Sun Chao is 100000 15.78%
2. The director and general manager of Longfei is 120000 18.94%
3. The director of Zhu Yongjie is 500.00 7.89%
4 Xie Aixia director and legal affairs department 100000 15.78%
prison
5. Supervisor Wang Xu, 100.00% in the project, 1.58%
Heart director
6. The number of supervisors and technicians in Gan Liujun is 115.00 and 1.81%
Deputy director of Cardiology
7 Zhang Hai supervisor, 165.00 in R & D, 2.60%
Deputy director of Cardiology
Deputy general manager, finance
8. Director and director of Li Zhuo Ping affairs is 205.00 3.23%
Meeting secretary
9 ye Junqiang, deputy general manager, is 100.00 1.58%
10. The chief engineer of Jien technology is 167.00 2.64%
11 Qian Hongtao’s core staff is 205.00 3.23%
12 Cao Shengzhi’s core employees are 205.00 3.23%
13. Wang Xuhua’s core staff is 185.00 2.92%
14. The core staff of Chen Liang is 180.00 2.84%
15. The core staff of Miao Dongling is 175.00 2.76%
16 Xie Lijia’s core staff is 165.00 2.60%
17 Zheng Honglian’s core staff is 150.00 2.37%
18 Zhou Ming’s core employees are 115.00 1.81%
19 Zhong Yongcheng’s core staff is 105.00 1.66%
20. The core employees of Li Shenbao are 100.00 and 1.58%
21. Zheng gengru’s core employees are 100.00 1.58%
22. The core staff of Li level is 100.00 1.58%
Total 633700 100.00%
Note 1: the capital raised by JieChuang intelligent No. 1 asset management plan is 63.37 million yuan, and 100% of the raised capital can be used to participate in the subscription, that is, to pay the price of this strategic placement.
Note 2: the difference in the mantissa between the sum of the total number and the number of each part is caused by rounding. Note 3: the final number of subscribed shares shall be confirmed after the issue price is determined.
(4) Identification of actual dominant subject
Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd. (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) asset management”) is the actual dominant entity of JieChuang intelligent No. 1 asset management plan Guotai Junan Securities Co.Ltd(601211) asset management has actual control over the investment decision-making and independent operation arrangement of JieChuang intelligent No. 1 asset management plan, the right 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 resolution of the 8th meeting of the third board of directors of the issuer and the management contract of Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligence No. 1 strategic placement collective asset management plan and other documents, some senior managers and core employees of the issuer participate in the strategic placement of this issuance by establishing JieChuang intelligence No. 1 asset management plan.
JieChuang intelligent No. 1 asset management plan has been filed with the securities investment fund industry association on October 11, 2021. 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. They have signed labor contracts or labor contracts with the issuer or its wholly-owned subsidiaries and branches. The relevant senior management and core employees have established JieChuang intelligence No. 1 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; The participation of JieChuang intelligent No. 1 asset management plan in the strategic placement of this issuance 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) Sources of subscription funds participating in strategic placement
The sponsor (lead underwriter) and Guohao law firm (Shanghai) have obtained the letter of commitment of the share holders of the employee salary management plan related to this placement signed by 22 asset management plan principals such as Sun Chao, Long Fei and Zhu Yongjie. After verification, the 22 asset management plan consignors such as Sun Chao, Long Fei and Zhu Yongjie 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.
(7) Necessary procedures performed in this asset management plan
After verification by the sponsor (lead underwriter) and Guohao law firm, the fourth extraordinary general meeting of the issuer in 2020 deliberated and adopted the proposal on Authorizing the board of directors to handle matters related to the company’s application for initial public offering of RMB common shares and listing on the gem. The eighth meeting of the third board of directors of the issuer deliberated and adopted the proposal on the participation of the staff salary management plan in the strategic placement scheme.
On September 30, 2021, Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd. (hereinafter referred to as the “manager”) issued the establishment announcement of this asset management plan. On October 11, 2021, JieChuang smart No. 1 asset management plan was filed and approved by China Securities Investment Fund Industry Association (Product Code: ssw971). On December 21, 2021, Sun Chao, Long Fei, Zhu Yongjie and other 22 clients of asset management plan have paid the subscription amount of asset management plan shares in full.
(8) Commitment letter related to this offering
According to relevant laws and regulations and the letter of commitment on participating in the initial public offering of JieChuang Intelligent Technology Co., Ltd. and listing on the gem signed by Guotai Junan Securities Co.Ltd(601211) asset management, the relevant commitments are as follows: 1) Guotai Junan Securities Co.Ltd(601211) asset management is the actual dominant subject of JieChuang intelligent No. 1 asset management plan, and the investment decision-making arrangement of JieChuang intelligent No. 1 asset management plan, the exercise of rights as a shareholder of the issuer Have actual control over the voting implementation arrangement of the issuer’s general meeting of shareholders and the independent operation of JieChuang intelligent No. 1 asset management plan;
2) JieChuang intelligent No. 1 asset management plan is an asset management plan established according to law and has been filed with China Securities Investment Fund Association;
They are all investors who comply with the provisions on the operation and management of private asset management plans of securities and futures operating institutions;
4) The capital contribution of JieChuang intelligent No. 1 asset management plan to subscribe for the strategic placement of the issuer comes from the capital contribution of each investor, 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) JieChuang intelligent No. 1 asset management plan subscribes for the strategic placement of the issuer, and there is no situation of accepting the entrustment of other investors or entrusting 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, the issuer will not transfer or entrust others to manage such shares, nor will the issuer repurchase such shares;
7) If the lock-in period of shares is longer than this commitment as stipulated or required by laws, administrative regulations, departmental rules or China Securities Regulatory Commission and Shenzhen Stock Exchange, the lock-in period and restriction conditions of shares of the issuer held by JieChuang intelligent No. 1 asset management plan will be automatically implemented in accordance with these provisions and requirements;
8) After the lock up period of the issuer’s shares held by JieChuang intelligent No. 1 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) Guotai Junan Securities Co.Ltd(601211) asset management and the issuer, Guotai Junan Securities Co.Ltd(601211) or other interested parties do not commit any act of conveying illegitimate interests listed in Article 33 of the detailed rules for implementation;
10) If the above commitments are proved to be untrue or not complied with, the proceeds from the sale of shares of JieChuang intelligent No. 1 asset management plan managed by Guotai Junan Securities Co.Ltd(601211) asset management will belong to the issuer, and Guotai Junan Securities Co.Ltd(601211) asset management will pay the aforesaid proceeds to the account designated by the issuer within five working days. If Guotai Junan Securities Co.Ltd(601211) asset management fails to fulfill the above commitments and causes losses to the issuer or other investors, Guotai Junan Securities Co.Ltd(601211) asset management will be liable for compensation to the issuer or other investors according to law.
(9) Establishment and filing of special asset management plan
In September 2021, the manager Guotai Junan Securities Co.Ltd(601211) asset management, the custodian China Merchants Bank Co.Ltd(600036) Shanghai branch and the senior managers and core employees of the principal issuer participating in the asset management plan signed the management contract of Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligence No. 1 strategic placement collective asset management plan, established JieChuang intelligence No. 1 asset management plan, and entrusted Guotai Junan Securities Co.Ltd(601211) asset management. JieChuang smart No. 1 asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association (Product Code: ssw971) on October 11, 2021.
After verification, the recommendation institution (lead underwriter) believes that Jie
