About Huatai United Securities Co., Ltd
Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Special verification report of strategic investors
Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as “Yaokang biology”, “issuer” or “company”) applied for initial public offering (hereinafter referred to as “this offering”) and listing on the science and innovation board, which was reviewed 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 December 24, 2021, On March 15, 2022, it was approved to register by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the document of CSRC license [2022] No. 542. Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), and the implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (hereinafter referred to as the “implementation measures”) The provisions of relevant laws, regulations and other relevant documents such as 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 of shares (revised in 2021) (hereinafter referred to as the “underwriting guidelines”), the underwriting specifications for initial public offering of shares under the registration system (hereinafter referred to as the “underwriting specifications”), The sponsor (lead underwriter) checks the strategic placement qualification of Jiangsu Jicui Yaokang biology for its initial public offering of shares and listing on the science and innovation board, and issues this verification report.
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
The issuer convened the third meeting of the first board of directors on March 4, 2021 in accordance with legal procedures, deliberated and adopted the relevant proposals on IPO and listing on the science and innovation board.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On March 20, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the relevant proposals on IPO and listing on the science and innovation board.
(III) examination and approval of Shanghai Stock Exchange and CSRC on this issuance and listing
On December 24, 2021, the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange issued the announcement on the results of the 100th review meeting of the municipal Party 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 100th meeting of 2021 on December 24, 2021 and has considered and approved the issuance and listing (initial public offering) of Jiangsu Jicui Yaokang Biotechnology Co., Ltd.
On March 15, 2022, the CSRC issued the reply on Approving the registration of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. for initial public offering (zjxk [2022] No. 542), approving the issuer’s application for registration of initial public offering.
2、 About the determination of the strategic placement object and the number of shares placed in this issuance
The relevant plans for the strategic placement of the issuer’s shares are as follows:
(I) number of strategic placements
Yaokang biology plans to issue 50000000 shares to the public this time, accounting for 121951% of the total number of shares issued by the company, all of which are new shares issued to the public, and the shareholders of the company will not offer shares to the public. In this offering, the initial number of strategic placements is 7500000 shares, accounting for 15.00% of this offering. The final number of strategic placements will be determined by the issuer and the sponsor (lead underwriter) after formulating the offering price based on the offline inquiry results on T-2. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.
(II) determination of strategic placement object
The strategic placement object of this issuance must be one of the circumstances that meet the provisions of Article 8 of the underwriting guidelines:
1. Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business with the issuer;
2. Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
3. A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation;
4. Relevant subsidiaries of the sponsor participating in the follow-up investment;
5. The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
6. Other strategic investors who comply with laws, regulations and business rules.
According to the provisions of relevant laws and regulations, the issuer and the recommendation institution (lead underwriter) determine the strategic placement objects of this issuance as follows:
S / N name organization type sales restriction period
1. Relevant subsidiaries of the sponsor of Huatai Innovation Investment Co., Ltd. for follow-up investment for 24 months
2. The staff of kangxiangying, Huatai collective medicine, holds the senior management and core staff of the issuer to participate in the special asset management plan established by the strategic placement of the 12-month stock collective asset management plan
Note: the restricted period of shares is from the date of listing
According to Article 6 of the underwriting guidelines, if the number of IPO shares is less than 100 million, the number of strategic investors shall not exceed 10. The placement of this offering to two strategic investors is in line with Article 6 of the underwriting guidelines.
(III) participation scale of strategic placement
1. According to the requirements of the underwriting guidelines, Huatai Innovation Investment Co., Ltd. (hereinafter referred to as “Huatai innovation”) will subscribe for 2% to 5% of the issuer’s shares in this public offering according to the stock issuance price, and the final follow-up proportion will be determined according to the size of the issuer’s shares in this public offering:
(1) If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
(2) If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment ratio is 4%, but not more than 60 million yuan;
(3) If the issuance scale is more than 2 billion yuan and less than 5 billion yuan, the follow-up investment ratio is 3%, but not more than 100 million yuan;
(4) If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan. The specific follow-up investment amount will be determined after the issue price is determined on April 8, 2022 (T-2).
The initial follow-up investment ratio of Huatai innovation is 5.00% of the number of this public offering, that is, 2500000 shares. As the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the sponsor (lead underwriter) will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price. 2. The number of strategic placements in the employee stock holding collective asset management plan of Huatai collective medicine kangxiangying shall not exceed 10.00% of the scale of this public offering, that is, 5000000 shares. At the same time, the upper limit of subscription scale (including the brokerage commission for new share placement) shall not exceed 68.43 million yuan.
3. A total of 2 investors participated in this strategic placement, and the initial number of strategic placement shares was 7500000 shares, accounting for 15.00% of the number of shares issued this time, which is in line with the requirements in the implementation measures and underwriting guidelines that there should be no more than 10 strategic investors in this issuance, and the total number of shares allocated to strategic investors should not exceed 20% of the number of shares issued this time.
3、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. Basic information of Huatai Innovation Investment Co., Ltd
(1) Basic information
Unified social code
Company name: Huatai Innovation Investment Co., Ltd. 9111 China High-Speed Railway Technology Co.Ltd(000008) 2819692a
/Registration number
Type: limited liability company (sole proprietorship of legal person) legal representative: Sun Ying
Registered capital: 35000 million yuan date of establishment: November 21, 2013
Address: 701-8 to 701-11, floor 7, building 28, Fengsheng Hutong, Xicheng District, Beijing
The business term is from November 21, 2013 to November 20, 2033
Project investment; Investment management; Sales of precious metals; hotel management; Operating with branches at the lower limit: residential
Accommodation; Food and Beverages; Selling food; Fitness services; Swimming Pool; Laundry collection; Typing and copying; Public parking service for motor vehicles; Conference services; Undertake exhibitions; Tourism information consultation; Ticketing
Business scope agency services. (1) no fund shall be raised in public without the approval of relevant departments; 2
Publicly carry out securities products and financial derivatives trading activities; 3. No loan shall be granted; 4. No
Providing guarantees to enterprises other than the invested enterprises; 5. It is not allowed to promise investment principal to investors
No loss or commitment of minimum return “; Enterprises independently choose business projects and carry out business activities according to law
Moving; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Shareholders (100%)
Chairman: Sun Ying
Key personnel general manager: Jin Haibo
Person in charge of compliance risk control: Zhang Hua
(2) Controlling shareholder and actual controller
Huatai innovation is a wholly-owned subsidiary of Huatai Securities Co.Ltd(601688) which is 100% owned by Huatai Securities Co.Ltd(601688) and Huatai Securities Co.Ltd(601688) actually controls Huatai innovation.
(3) Strategic placement qualification
According to Article 19 of the implementation measures, the science and Innovation Board tries out the follow-up investment system of relevant subsidiaries of the recommendation institution. The relevant subsidiaries established by the issuer’s recommendation institution according to law or other relevant subsidiaries established by the securities company that actually controls the recommendation institution according to law participate in the strategic placement of this offering.
Huatai Securities Co.Ltd(601688) is the controlling shareholder and actual controller of the sponsor (lead underwriter) Huatai United Securities Co., Ltd. Huatai Innovation Investment Co., Ltd. is a wholly-owned subsidiary established by Huatai Securities Co.Ltd(601688) law. Therefore, Huatai Innovation Investment Co., Ltd. has the qualification of strategic placement as a relevant subsidiary of the sponsor.
(4) Association relationship
Huatai Innovation Investment Co., Ltd. is a wholly-owned subsidiary of Huatai Securities Co.Ltd(601688) the parent company of Huatai United Securities Co., Ltd., the sponsor (lead underwriter). Huatai innovation has no relationship with Jiangsu Jicui Yaokang Biotechnology Co., Ltd.
(5) Sources of subscription funds participating in strategic placement
After verification of Huatai innovation’s written commitment and the strategic placement agreement signed with the issuer, Huatai innovation promises to participate in the strategic placement with its own funds. It is the actual holder of the placement shares, and there is no situation of being entrusted by or entrusting other investors to participate in the strategic placement.
(6) Relevant commitments
According to the implementation measures, underwriting guidelines and other laws and regulations, Huatai innovation has issued a letter of commitment to participate in this strategic placement, which is as follows:
“I. The company has the corresponding legal qualification of securities investor, and has performed the internal and external approval procedures in accordance with the law to participate in this strategic placement.
2、 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. The source of funds used by the company to participate in the strategic placement is its own funds, and its participation in the strategic placement is in line with the investment direction of the funds.
3、 The company will not transfer the shares held in this placement in any form during the restricted sale period.
4、 There is no transfer of improper interests between the company and the issuer or other interested parties. 5、 The holding period of the company’s shares obtained this placement is 24 months from the date of the issuer’s initial public offering and listing. After the expiration of the sales restriction period, the reduction of the company’s shares shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction.
6、 The company is a wholly-owned alternative investment subsidiary of Huatai Securities Co.Ltd(601688) and is a self operated investment institution. The company fully uses its own funds to participate in the subscription of new shares, and does not involve the use of products to raise funds or private placement filing.
7、 The company does not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and shall not seek the control right of the issuer during the restricted sale period of the allocated shares.
8、 The company opens a special securities account to deposit the allocated shares, and effectively separates, manages and keeps accounts with the securities of the company and Huatai Securities Co.Ltd(601688) self operated, asset management and other businesses, and does not mix with other businesses. 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 allotment of shares or conversion of share capital.
9、 The company is not prohibited or restricted by any laws, regulations or normative documents and relevant contracts
