About Anxin Securities Co., Ltd
Xiamen Jiarong Technology Co., Ltd
Initial public offering and listing on GEM
Special verification report of strategic investors
Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as “Jiarong technology”, “issuer” or “company”) applied for initial public offering (hereinafter referred to as “this offering”) and listing on the gem, which was reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “your exchange” or “Shenzhen Stock Exchange”) on March 31, 2021, It was registered on March 16, 2022 by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in document zjxk [2022] No. 499. Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “administrative measures”), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), and the special Provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the “special provisions”) Detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as “detailed rules for the implementation of business”), specifications for the underwriting of initial public offerings under the registration system (czxf [2021] No. 213) In accordance with the relevant provisions of the management rules for offline investors of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 212), the strategic investors of Jiarong technology in this offering were verified and the following special verification report was issued.
1、 Basic information of strategic placement
(I) number of strategic placements
The number of shares issued this time is 29.13 million, accounting for about 25.00% of the total share capital after issuance. The initial number of strategic allotments issued in this issuance was 5.826 million shares, accounting for 20.00% of the issued number. Among them, the senior managers and core employees of the issuer participate in the special asset management plan established by the strategic placement (Anxin asset management Jiarong technical executives participate in the gem strategic placement collective asset management plan, hereinafter referred to as the “asset management plan”), and the subscription amount shall not exceed 10% of the number of shares issued this time, that is, 2.913 million shares, and the subscription amount shall not exceed 57.65 million yuan; The initial subscription amount of the related subsidiary of the sponsor, Anxin Securities Investment Co., Ltd. (hereinafter referred to as “Anxin investment”) is 5% of the number of shares issued this time, i.e. 1456500 shares (if the issuance price exceeds the median and weighted average of the offline investors’ quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”) National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment insurance fund (hereinafter referred to as “pension”), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) and insurance funds (hereinafter referred to as “insurance funds”) in accordance with the measures for the administration of the use of insurance funds, whichever is lower, Anxin investment will participate in the strategic placement of this offering in accordance with relevant regulations). The initial subscription amount of military civilian integrated development industry investment fund (limited partnership) (hereinafter referred to as “development fund”) is 1456500 shares, and the final subscription amount is no more than 2913000 shares, and the subscription amount is no more than 100 million yuan. The difference between the final strategic placement quantity and the initial strategic placement quantity will be transferred back to the offline issuance, and the specific proportion and amount will be determined after the issuance price is determined on [] mm / DD / 2022 (T-2). (II) participants
In this offering, the selection of strategic placement investors is comprehensively determined after considering the qualification of investors and market conditions, mainly including the following categories:
1. National large-scale investment fund with long-term investment intention: military civilian integrated development industry investment fund (limited partnership);
2. The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement: the technical executives of Anxin asset management Jiarong participated in the collective asset management plan of gem strategic placement;
3. Anxin investment, the relevant subsidiary of the sponsor, follows the investment (if the issuing price exceeds the median and weighted average of the offline investors’ quotation after excluding the highest quotation, and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, whichever is lower, Anxin investment will participate in the strategic placement of the issuance in accordance with relevant regulations).
(III) participation scale
The development fund plans to participate in the strategic placement of this offering, and the final subscription amount shall not exceed 2.913 million shares, and the subscription amount shall not exceed 100 million yuan.
The number of strategic placement planned to participate in the asset management plan shall not exceed 10% of the number of this public offering, that is, no more than 2.913 million shares, and the subscription amount shall not exceed 57.65 million yuan, which meets the relevant requirements of Article 18 of the special provisions.
The initial follow-up investment quantity of Anxin investment, the relevant subsidiary of the sponsor, is 5.00% of the issuance quantity, That is 1456500 shares (if the issue price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the issue in accordance with relevant regulations).
A total of 2 strategic investors participated in the strategic placement (if the relevant subsidiaries of the sponsor follow the investment, the number of strategic investors is 3), and the initial number of strategic placement shares is 5.826 million. It complies with the requirements in the special provisions and the detailed rules for the implementation of the issuance and underwriting business of the initial public offering of securities on the growth enterprise market of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules for the implementation of business”), that the number of strategic investors in this offering shall not exceed 10, and the total amount of shares allotted by strategic investors shall not exceed 20% of the number of shares in this public offering in principle.
(IV) placing conditions
All investors participating in this strategic placement have signed a strategic placement agreement with the issuer. The strategic investors do not participate in the preliminary inquiry of this issuance 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 arrangement
The restricted period of shares allocated to the asset management plan is 12 months; The restricted period of shares allocated to Anxin investment follow-up investment (if the issue price exceeds the median and weighted average of offline investors’ quotation after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, whichever is lower, Anxin investment will participate in the strategic placement of this issue in accordance with relevant regulations) is 24 months; The restricted period of shares allocated to the development fund is 12 months.
The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.
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. In addition, the development fund promises that within one year after the end of the sales restriction period, the total number of shares it reduces will not exceed 30% of the number allocated this time.
(VI) contributions
The strategic investor shall pay the subscription capital in full to the recommendation institution (lead underwriter) before 15:00 on [] (T-4) 2022.
If the subscription fund paid by the relevant subsidiary of the sponsor (lead underwriter) on T-4 is lower than the final allocated amount, the relevant subsidiary of the sponsor (lead underwriter) will pay the subscription fund of the difference before (including) T-2, month [], 2022.
If the subscription amount of the strategic investor exceeds the final allocated amount, the excess amount will be returned to the strategic investor no later than t + 4, and all the interest generated during the freezing period of the subscription amount will belong to the Securities Investor Protection Fund. Rongcheng Certified Public Accountants (special general partnership) will verify the receipt of subscription funds paid by strategic investors on [] mm / DD / 2022 (T + 4), and issue a capital verification report.
2、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. Military civilian integrated development industry investment fund (limited partnership)
(1) Basic information
According to the partnership agreement and other materials provided by the development fund, the basic information of the development fund is as follows:
Name: military civilian integrated development industry investment fund (limited partnership)
Type: limited partnership
Unified social credit code 91310000ma1fl57h4g
Address: room u188, No. 2800, Wanyuan Road, Minhang District, Shanghai
Executive partner: SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd
The registered capital is 9065 million yuan
Business term: March 21, 2018 to March 20, 2028
Business scope: equity investment, venture capital, investment management, investment consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
After verification, the development fund has gone through the filing and registration procedures for private equity funds in accordance with the provisions of the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private equity funds, the measures for the registration of private equity fund managers and fund filing (for Trial Implementation) and the requirements of China Securities Investment Fund Industry Association. The fund number is sgc148 and the filing date is April 17, 2019.
According to the business license and partnership agreement of the development fund, the development fund does not have the business term expires, the partners decide to dissolve, the business license is revoked according to law due to violation of laws and regulations or other normative documents, and the development fund is ordered to be closed or withdrawn
Where the agreement stipulates that the development fund should be terminated, the subject qualification of the development fund is legal and effective.
(2) Ownership structure
According to the information provided by the development fund, as of the issuance date of this plan, the equity structure of the development fund is as follows:
Name / partner type subscribed capital contribution (10000 yuan) contribution proportion
Limited partner of China Development and Investment Group Co., Ltd. 25 Ping An Bank Co.Ltd(000001) 27.58%
Limited partner of Shanghai Guosheng (Group) Co., Ltd. 24000041 26.48%
Hubei Yangtze River economic belt industry guidance fund partnership (with limited partners 15 Shenzhen Nanshan Power Co.Ltd(000037) 16.55% limited partnership)
6000033 6.62% of the limited partners in Shanghai Minhang District Innovation and venture capital guidance fund management (Shanghai Minhang District Financial Service Center)
Tianjin Port Co.Ltd(600717) (Group) limited partner 4999982 5.52%
Limited partner of Jilin Equity Fund Investment Co., Ltd. 4999982 5.52%
Zhuhai Development Investment Fund (limited partnership) limited partner 4999982 5.52%
Shaanxi provincial government investment guidance fund partnership (limited partners 2 Shenzhen Properties & Resources Development (Group) Ltd(000011) 3.31%)
Xiamen Itg Group Corp.Ltd(600755) asset operation group Co., Ltd. limited partner 500025 2.21%
General partner of SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd. 150026 0.55%
Zhuhai hechuang Fangdao investment enterprise (limited partnership) limited partner 25 Ping An Bank Co.Ltd(000001) 0.17%
Total – 90650000 100.00%
The executive partner of the development fund, SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd. (hereinafter referred to as “SDIC”)
CIC CHUANGHE investment) is 100% invested by CIC CHUANGHE Fund Management Co., Ltd. (hereinafter referred to as “CIC CHUANGHE”)
Formation.
According to the articles of association of SDIC CHUANGHE and Beijing Dacheng Law Firm, the verification and identification of the actual controller of SDIC CHUANGHE
According to the legal opinion issued by item and the written statement issued by the development fund, there is no shareholder of SDIC CHUANGHE
Independently have the right to make the shareholders’ meeting pass resolutions by exercising voting rights, and no shareholder has the right to pass its recommendation
The independence of directors enables the board of directors to pass resolutions. Each shareholder is at the level of the shareholders’ meeting or the Directors recommended by the shareholders are at the level of the directors
