Everbright Securities Company Limited(601788) about the initial public offering of shares of Suzhou nano core Microelectronics Co., Ltd. and its listing on the science and Innovation Board
Matters related to strategic placement
of
Special verification report
Sponsor (lead underwriter)
(No. 1508, Xinzha Road, Jing’an District, Shanghai)
March, 2002
Suzhou Nexium Microelectronics Co., Ltd. (hereinafter referred to as “Nexium”, “issuer” or “company”) applied for initial public offering (hereinafter referred to as “this offering”) and listing on the science and innovation board, which was adopted at the 80th deliberation meeting of the science and Innovation Board Stock Listing Committee of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on November 1, 2021, On March 1, 2022, the registration was approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC” or “CSRC”) zjxk [2022] No. 427.
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ,” sponsor “or” lead underwriter “) as the lead underwriter of Suzhou nasion Microelectronics Co., Ltd. for the initial public offering of shares and listing on the science and innovation board, in accordance with 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 implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (SZF [2021] No. 76) (hereinafter referred to as the “implementation measures”) and the guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange Kechuang board No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the “underwriting guidelines”) and the guidelines issued by the China Securities Association Relevant regulations such as the code for underwriting of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 213) have verified the strategic investors of this offering and issued this special verification report. The specific contents are as follows: I. Basic information of strategic investors
According to Article 8 of the underwriting guidelines, investors participating in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, allotment of shares and closed operation; (IV) relevant subsidiaries of the sponsor participating in the follow-up investment; (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules.
There are 2 strategic investors participating in this offering, including Everbright Fortune Investment Co., Ltd. (hereinafter referred to as “Everbright fortune”), the issuer’s senior managers and core employees, and the Guotai Junan Securities Co.Ltd(601211) Junxiang Kechuang board nasinwei No. 1 strategic placement collective asset management plan (hereinafter referred to as “nasinwei No. 1 asset management plan”) established in this strategic placement. In addition, there are no other strategic investor arrangements.
(I) basic information of Everbright fuzun
1. Subject information
The basic information of Everbright fuzun is as follows:
Enterprise name: Everbright fuzun Investment Co., Ltd. unified social code: 9131010605459764×0
/Registration number
Type limited liability company (non natural person) legal representative Yu Huinan
(sole proprietorship of legal person invested or controlled)
The registered capital is 2 million yuan and the date of establishment is September 26, 2012
Address: room 801803, No. 1508, Xinzha Road, Jing’an District, Shanghai
Investment in financial products, wholesale of mineral products (including iron ore), metal materials (including precious metals), building materials (including business scope steel), chemical products (excluding hazardous chemicals), feed, rubber, cotton, wood, glass, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (except pig products), alcohol and fuel oil, and import and export of the above commodities and related technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
According to the business license, articles of association and other materials provided by Everbright fuzun, and after verification, Everbright fuzun is a limited liability company established according to law. There is no situation that it must be terminated according to relevant laws and regulations and the articles of association. Its operating funds are its own funds, there is no case of raising funds from investors in a non-public manner, and there is no case that the assets are managed by the fund manager, Nor did he act as any private equity fund manager. Therefore, Everbright fuzun is not a private investment fund or private placement manager regulated in accordance with the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and does not need to perform the registration and filing procedures in accordance with relevant regulations.
2. Ownership structure
Upon verification, Everbright fuzun is a wholly-owned subsidiary of the sponsor (lead underwriter) Everbright Securities Company Limited(601788) and its equity structure is as follows:
Serial number shareholder name shareholding ratio
1 Everbright Securities Company Limited(601788) 100%
Total 100%
3. Strategic placement qualification
According to the provisions of Chapter III of the underwriting guidelines on “follow-up investment of relevant subsidiaries of the sponsor”, Everbright fuzun, as an alternative investment subsidiary established by the sponsor Everbright Securities Company Limited(601788) according to law, is qualified to participate in the strategic placement of the issuer’s initial public offering, which is in line with the provisions of Article 8 (IV) of the underwriting guidelines.
4. Association relationship
As of the date of issuance of this verification report, Everbright fuzun is a wholly-owned subsidiary of the sponsor (lead underwriter) Everbright Securities Company Limited(601788) and therefore, Everbright fuzun is associated with the sponsor (lead underwriter). Everbright fuzun has no relationship with the issuer.
5. Letter of commitment related to this offering
According to the implementation measures, underwriting guidelines and other laws and regulations, Everbright fuzun issued a letter of commitment on participating in this strategic placement, which is as follows:
“1. The company is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement.
2. The company has good market reputation and influence; Strong financial strength; Recognize the long-term investment value of the issuer; Agree to subscribe for the number of shares of the issuer promised by the company at the final issue price.
3. The source of funds used by the company to participate in the strategic placement is its own funds.
4. The company is an alternative investment subsidiary established by Everbright Securities Company Limited(601788) law. The company uses its own funds to participate in strategic placement, and does not involve the use of products to raise funds or the filing of private equity funds.
5. The company and the issuer do not transfer improper interests.
6. During the normal operation period of the company, if the distribution shareholder obtains the control right of the shares, the issuer will not interfere with the normal operation of the company.
7. The company shall open a special securities account to deposit the allocated shares, and effectively isolate, manage and account separately from the securities held by the company’s self operated, asset management and other business sectors, and shall not be mixed with other business sectors. The above-mentioned special securities account can only be used to sell after the expiration of the sales restriction period or borrow and recover the allocated shares from securities finance companies in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and do not buy stocks or other securities. Except for the listed company’s issuance of stock dividends, allotment of shares and conversion of share capital.
8. The restricted period of the company’s shares for this placement is 24 months from the date of the issuer’s initial public offering and listing. The company will not transfer the shares held in this placement in any form during the restricted sale period.
9. After the expiration of the restricted sale period, the company shall apply the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction in force at that time to the reduction of the allocated shares. “
(II) basic information of nsw-1 asset management plan
1. Subject information
Specific name of Kejun strategic asset allocation plan: 211
Date of establishment: March 15, 2022
Scale of raised funds: 45.203 million yuan
Manager: Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd
The name, position, subscription amount of the asset management plan and the subscription proportion of the corresponding asset management plan share of the participants in the asset management plan of nsw-1 are as follows:
Order name job subscription amount asset management plan copy employee category signed labor number (10000 yuan) amount subscription proportion contract subject
1 Wang Shengyang, chairman and general manager 814000 18.01% of senior executives
2. Director of Shengyun, deputy general manager, Shanghai Pudong Development Bank Co.Ltd(600000) 13.27% senior executive, head of nano silicon micro R & D
3. Wang Yifeng, director and deputy general manager Shanghai Pudong Development Bank Co.Ltd(600000) 13.27% of senior executives of wechat
4 Jiang Chaoshang, director and Secretary of the board of directors, 600.00, 1.33% of senior executives, Nexium micro
5 Ye Jian isolation and interface products 600.00 1.33% core employees nano silicon micro wire director
6 Yu Haiyan IC Design Director 600.00 1.33% of core employees nano silicon micro
7 Huang Zhigang, sales in South China, 600.00, 1.33% of the core employees, director of wechat (Shenzhen)
8 Yao Dibei sales center in China 600.00 1.33% of core employees, director of wechat
9 Zhang Fangwen, deputy general manager of technology and marketing department, 600.00, 1.33% of core employees, nano core micro supervision
10 Yang Bo Test Engineering Department Manager 600.00 1.33% core employees nano silicon micro
11. Yan Fei, supervisor and general manager of personnel administration 450.00% and 1.00% of core employees
12 Ma Guibin sensor sales center 410.00 0.91% core staff director of nano silicon micro
13 Ma Qingjie product line director 400.00 0.88% of core employees
14 Fang Yichen Senior Sales Engineer 400.00 0.88% core employees nano silicon micro
15 Xie Hui, manager of personnel department 400.00 0.88% of core employees
16 Zhu Xiao, manager of field application department 400.00 0.88% of core employees
17 Zhou Pengchao, sales manager 400.00 0.88% of core employees
18 Wang Yifei’s securities affairs representative 400.00 0.88% of core employees of wechat
19 Yuanzhuang sales manager 400.00 0.88% of core employees
20 weeks Tonglin sales manager 400.00 0.88% core employees nano silicon micro
21 Zeng Jianguo, manager of the Second Sales Department, 400.00, 0.88% of the core employees, nasion micro (Shenzhen)
22 Chen Jiangang, supply chain management department manager, 400.00, 0.88% of core employees, Naxin micro Manager
23 Lu Huiqun warehouse management manager 400.00 0.88% core employees
24 Xu Juan, engineering management engineer 400.00, 0.88% of core employees, nano core micro
25 yushiji Territory Manager 390.00 0.86% core employees nano silicon micro
26 Liao Dongjun, manager of manufacturing quality department, 360.00, 0.80% core employees, nano core micro
27 Cui Xulong
