China International Capital Corporation Limited(601995)
About Hubei Zhongyi Technology Co., Ltd
Special verification report on the placement qualification of strategic investors with initial public offering and listing on the gem sponsor (lead underwriter)
China International Capital Corporation Limited(601995)
Address: 27th floor and 28th floor, building 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
March, 2002
Shenzhen Stock Exchange:
The application of Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "the issuer" or "the company") for initial public offering (hereinafter referred to as "this offering") and listing on the gem was examined and approved by the members of the gem stock listing committee of Shenzhen Stock Exchange (hereinafter referred to as "your exchange" and "Shenzhen Stock Exchange") on October 29, 2021, It was registered with the China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxu [2022] No. 428 on March 1, 2022.
This offering is conducted through the combination of directional placement to strategic investors (hereinafter referred to as "strategic placement"), offline inquiry placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as "online issuance") China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") is the sponsor (lead underwriter) of this offering China International Capital Corporation Limited(601995) issue special verification opinions on whether the qualifications of investors to participate in the strategic placement (hereinafter referred to as "strategic investors") meet the requirements of laws and regulations.
In order to issue this verification opinion, China International Capital Corporation Limited(601995) has obtained the following guarantee from the strategic investor: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, effective and legal China International Capital Corporation Limited(601995) has been 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 securities issuance and underwriting (CSRC order [No. 144]) issued by the CSRC, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]) 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"), the detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the "detailed rules for the implementation of initial public offerings") promulgated by your exchange, Relevant laws and regulations such as the code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) issued by the China Securities Association and the relevant requirements of the business rules of the Shenzhen Stock Exchange (hereinafter referred to as the "relevant applicable rules") have verified the matters related to strategic investors, and entrusted Beijing Haiwen law firm to verify the matters related to the placement of strategic investors.
Based on the relevant materials provided by the issuer and strategic investors, the verification opinions issued by Beijing Haiwen law firm and the relevant verification results conducted by China International Capital Corporation Limited(601995) are as follows.
1、 Approval and authorization of this issuance and listing (I) approval of the board of directors of the Issuer on this issuance and listing
On September 7, 2020, the issuer held the fourth meeting of the second board of directors, The proposal on the feasibility study on the initial public offering of shares of companies listed on the growth enterprise market and the proposal on the initial public offering of funds of companies listed on the growth enterprise market of Hubei science and Technology Co., Ltd. were considered and adopted Proposal on the distribution plan of accumulated profits before the company's initial public offering, proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle specific matters related to the company's initial public offering and listing on the gem, proposal on measures and commitments for diluting the immediate return and filling the diluted immediate return of the company's initial public offering, and proposal on the planning of shareholders' dividend return for three years after the company's listing Proposals such as the proposal on formulating the company's stock price stability plan within three years after the listing of the company's shares and the proposal on the relevant commitments issued by the company's initial public offering and listing on the gem make resolutions on the specific plan of this stock offering, the feasibility of the use of the raised funds and other matters that must be clarified, and submit them to the general meeting of shareholders for approval. (II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On September 22, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020, The proposal on the company's application for initial public offering and listing on the gem, the proposal on the articles of Association (Draft) of Hubei Zhongyi Technology Co., Ltd. applicable after the company's initial public offering and listing on the gem, and the proposal on the feasibility study report of the company's investment projects with raised funds and investment projects with raised funds were deliberated and adopted Proposal on the distribution plan of accumulated profits before the company's initial public offering, proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle specific matters related to the company's initial public offering and listing on the gem, proposal on measures and commitments for diluting the immediate return and filling the diluted immediate return of the company's initial public offering, and proposal on the planning of shareholders' dividend return for three years after the company's listing Proposals related to this offering, such as the proposal on formulating the company's stock price stability plan within three years after the listing of the company's shares, the proposal on the relevant commitments issued by the company for the initial public offering and listing on the gem, etc. The above proposal was adopted by shareholders attending the general meeting with 100% of their voting rights. (III) examination and approval of Shenzhen Stock Exchange and China Securities Regulatory Commission on this issuance and listing
On October 29, 2021, the listing audit center of Shenzhen Stock Exchange issued the announcement on the results of the 64th review meeting of the municipal Party Committee on GEM in 2021. According to the contents of the announcement, the Listing Committee of Shenzhen Stock Exchange on GEM held the 64th review meeting of 2021 on October 29, 2021, and the issuer (IPO) met the issuance conditions, listing conditions and information disclosure requirements.
On March 1, 2022, the CSRC issued the reply on Approving the registration of initial public offering of Hubei Zhongyi Technology Co., Ltd. (zjxk [2022] No. 428), agreeing to the registration application for public offering and listing of the issuer's shares. 2、 List of strategic investors and number of shares placed
According to the subscription agreement signed between the issuer, the recommendation institution (lead underwriter) and the issuing object, the relevant plans for the strategic placement of the issuer's issued shares are as follows: (I) determination of the strategic placement object
In this offering, the selection of strategic placement investors is comprehensively determined after considering the qualification of investors and market conditions, mainly including Ningbo Meishan bonded port area wending Investment Co., Ltd. (hereinafter referred to as "wending investment"), Jiangsu Yueda Automobile Group Co., Ltd. (hereinafter referred to as "Yueda automobile") The senior managers and core employees of the issuer participated in the special asset management plan established by this strategic placement: the employees of Zhongjin Zhongyi technology No. 1 participated in the gem strategic placement collective asset management plan (hereinafter referred to as "Zhongjin Zhongyi technology No. 1") and the relevant subsidiary of the sponsor, China Zhongjin wealth Securities Co., Ltd. (hereinafter referred to as "Zhongjin wealth") (if the offering 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 offering product 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 offering in accordance with relevant regulations).
According to the special provisions and the detailed rules for the implementation of initial public offering, if the issue price exceeds the lower of 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, the relevant subsidiaries of the sponsor shall participate in the follow-up investment; If the issue price does not exceed 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 need not participate in the follow-up investment.
If the relevant subsidiary of the sponsor needs to participate in the follow-up investment, the subsidiary of China International Capital Corporation Limited(601995) implementing the follow-up investment is CICC wealth Securities Co., Ltd. (hereinafter referred to as "CICC wealth").
(II) participation scale of strategic placement
The issuer plans to issue 16837000 shares to the public this time, including 3367400 shares issued by the initial strategic placement, accounting for 20.00% of the issued number. Among them, the subscription amount of the issuer's senior managers and core employees participating in the special asset management plan established by the strategic placement shall not exceed 102.16 million yuan, and the subscription amount shall not exceed 10.00% of the number of shares issued this time, that is, not more than 1683700 shares; The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 841850 shares, accounting for 5.00% of the number of shares issued this time, and the expected subscription amount is about 100 million yuan, The specific proportion and amount of strategic placement will be determined according to the final issuance scale (if the offering 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 offering in accordance with relevant regulations); Other strategic investors are expected to subscribe for no more than 300 million yuan. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance. 3、 On the compliance of the strategic placement objects participating in this offering (I) Ningbo Meishan bonded port area wending Investment Co., Ltd
(1) Basic information
According to the business license, articles of association and other materials of Wending investment and the confirmation of Wending investment, and through the recommendation institution on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) The basic information of Wending investment is as follows:
Enterprise name: Ningbo Meishan bonded port area wending Investment Co., Ltd
Date of establishment: April 6, 2017
Unified social credit code 91330206ma28yrym3f
Legal representative: Wu Yingming
The registered capital is 190 million yuan
Registered address: h0939, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
Business scope: industrial investment, investment management, investment consulting. (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers and capital collection (financing) from the public)
After verification, wending investment is a limited liability company established according to law, and there is no situation that it must be terminated according to relevant laws and regulations and the articles of association
(2) Capital contribution structure and actual controller
According to the business license, articles of association and other materials of Wending investment and the confirmation of Wending investment, and through the recommendation institution on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) Inquiry: as of the issuance date of this document, Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as " Contemporary Amperex Technology Co.Limited(300750) ") holds 100% of the equity of Shengding investment and is the sole shareholder and actual controller of Shengding investment. The equity structure of Wending investment is as follows:
Zeng Yuqun, Pei Zhenhua
100% 79.91%
Ningbo Meishan free trade port Ningbo United Group Co.Ltd(600051) innovation Xinneng equity ratio of other shareholders
Hong Kong Central Clearing Corporation Huang Shilin Ruiting Investment Co., Ltd. and Li Pingyuan investment management partnership are less than 5%
Industry (limited partnership)
7.16% 11.20% 24.54% 4.81% 6.78% 47.1%
Contemporary Amperex Technology Co.Limited(300750)
（ Contemporary Amperex Technology Co.Limited(300750) .SZ）
100%
Ningbo Meishan bonded port area wending Investment Co., Ltd
department
According to the notice of Contemporary Amperex Technology Co.Limited(300750) to
