Minsheng Securities Co., Ltd
China International Capital Corporation Limited(601995)
About Guangdong Xidi Microelectronics Co., Ltd. initial public offering and listing on the science and Innovation Board
Special verification report of strategic investors
Co sponsor (co lead underwriter)
China (Shanghai) pilot Free Trade Zone 27 / F and 28 / F, tower 2, international trade building, No. 8, Puming Road, 1 Jianguomenwai street, Chaoyang District, Beijing December, 2001
Guangdong Xidi Microelectronics Co., Ltd. (hereinafter referred to as "Xidi micro", "issuer" or "company") applied for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and innovation board, which was deliberated and adopted by the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") on October 20, 2021, On December 14, 2021, it was registered and approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC" and "CSRC") zjxk [2021] No. 3934.
The issuance is planned to be carried out by means of directional placement to strategic investors (hereinafter referred to as "strategic placement"), offline inquiry placement to qualified investors and online pricing issuance to qualified social public investors. Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities"), China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ", and Minsheng securities are collectively referred to as "joint sponsor (joint lead underwriter)") as the joint sponsor (joint lead underwriter) of this offering. The co lead underwriters issue special verification opinions on whether the qualifications of potential investors (hereinafter referred to as "potential strategic investors") to participate in the strategic placement meet the requirements of laws and regulations. In order to issue this verification opinion, the co lead underwriters have obtained the following guarantee from potential strategic investors: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, valid and legal. 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]), the opinions on the implementation of establishing a science and innovation board and pilot registration system in Shanghai Stock Exchange (CSRC announcement [2019] No. 2) Measures for the administration of registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (CSRC order [No. 174]) (hereinafter referred to as the "Registration Measures") The implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (SZF [2021] No. 76) (hereinafter referred to as the "implementation measures") promulgated by Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") 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 (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines"), and the code for underwriting initial public offering of shares under the registration system (zsxf [2021] No. 213) (hereinafter referred to as the "underwriting specifications") issued by the China Securities Association Detailed rules for the administration of offline investors in initial public offering (revised in 2018) (zzxf [2018] No. 142) Relevant laws and regulations such as the detailed rules for the administration of offline investors in the initial public offering of shares on the Kechuang board (zsxf [2019] No. 149) (hereinafter referred to as the "detailed rules for the administration of offline investors on the Kechuang board") and the relevant requirements of the business rules of Shanghai Stock Exchange (hereinafter referred to as the "relevant applicable rules") have verified the matters related to strategic investors, Beijing Haiwen law firm was entrusted to verify matters related to the placement of strategic investors.
Based on the relevant materials provided by the issuer and potential strategic investors, and according to the verification opinions issued by Beijing Haiwen law firm and the relevant verification results of the joint lead underwriters, the verification opinions of the joint lead underwriters on the strategic placement are described as follows. 1、 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) determination of the target of the strategic placement
The strategic placement object of this issuance must be one of the circumstances that comply with 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 CO sponsors participating in 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 and regulations and business rules.
The issuer and the co lead underwriters determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:
No. Name institution type restricted period of allocated shares
1 Minsheng Securities Investment Co., Ltd. (hereinafter referred to as "Minsheng investment") is a subsidiary of the sponsor participating in the follow-up investment for 24 months
CICC wealth Securities Co., Ltd. (as the relevant subsidiary of the sponsor participating in the follow-up investment)
2 hereinafter referred to as "CICC wealth", together with Minsheng investment company for 24 months (collectively referred to as "sponsor and investment subsidiary")
Senior management and core of the issuer of Minsheng securities xidiwei strategic placement No. 1
3. Special asset management plan of collective asset management plan (hereinafter referred to as the 12-month "xidiwei No. 1 asset management plan" established by employees participating in this strategic placement)
Note: the restricted period is calculated from the listing date of the shares issued this time
The above three strategic investors are collectively referred to as "strategic placement investors of this issuance".
See Part II of this verification report for the compliance of strategic placement investors in this issuance.
Article 6 of the underwriting guidelines stipulates that if the number of initial public offerings is more than 400 million shares, there shall be no more than 30 strategic investors; For more than 100 million shares and less than 400 million shares, there shall be no more than 20 strategic investors; For less than 100 million shares, there shall be no more than 10 strategic investors.
The placement of this offering to three strategic investors complies with the provisions of Article 6 of the underwriting guidelines. (II) number of shares and participation scale of strategic placement
In this initial public offering of 40010000 shares, the issued shares account for 10.00% 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 do not offer shares to the public.
A total of 3 strategic investors participated in the strategic placement, and the initial number of shares issued by the strategic placement was 8002000 shares (the upper limit of the number of shares subscribed by the strategic placement investors in this issue), accounting for 20% of the initial number of shares issued and about 20% of the total number of shares issued, which was in line with the provisions of Article 17 of the implementation measures. The difference between the final strategic placement quantity and the initial strategic placement quantity will be reversed according to the principles specified in the callback mechanism.
Minsheng investment is a wholly-owned subsidiary of Minsheng securities, a co sponsor (co lead underwriter), and CICC wealth is a wholly-owned subsidiary of the co sponsor (co lead underwriter) China International Capital Corporation Limited(601995) . According to the requirements of the underwriting guidelines, the proportion and amount of follow-up investment will be determined according to the scale of the issuer's public offering of shares:
a) If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
b) 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;
c) If the issuance scale is more than 2 billion yuan but less than 5 billion yuan, the follow-up investment ratio is 3%, but not more than 100 million yuan;
d) 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 January 7, 2022 (T-2).
The initial follow-up ratio of Minsheng investment and CICC wealth is 5% of the number of shares issued to the public, i.e. 2000500 shares. Since the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the joint lead underwriters will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price.
The number of strategic placements participated by xidiwei No. 1 asset management plan shall not exceed 10% of the scale of this public offering; Meanwhile, the total investment scale including the brokerage commission for the placement of new shares shall not exceed 140 million yuan (including the brokerage commission for the placement of new shares and relevant taxes).
(I) selection criteria of strategic investors
The strategic placement investors are selected in accordance with the underwriting specifications, underwriting guidelines and other relevant provisions. The specific standards are as follows:
(1) Minsheng investment and CICC wealth (relevant subsidiaries of the sponsor participating in the follow-up investment);
(2) Xidiwei No. 1 asset management plan (the issuer's senior management and core employees participate in the special asset management plan established by this strategic placement). (II) subject qualification of the object participating in the strategic placement 1. Minsheng Securities Investment Co., Ltd. (followed by relevant subsidiaries of the sponsor)
(1) Basic information
According to the business license, articles of association and other materials of Minsheng investment and the confirmation of Minsheng investment, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) The basic information of Minsheng investment is as follows:
Company name: Minsheng Securities Investment Co., Ltd
Date of establishment: May 21, 2013
Unified social credit code 91110000069614203b
Legal representative: Feng Henian
Registered capital: 400 million yuan
Registered address: unit 6701-01a, block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen
Business scope: project investment and investment management.
Equity structure Minsheng securities holds 100% equity
After verification, Minsheng investment is a limited liability company established according to law, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
(2) Association relationship
After verification, Minsheng investment is a wholly-owned subsidiary of Minsheng securities. Except for the above circumstances, Minsheng investment has no other related relationship with the issuer and other joint lead underwriters.
(3) Strategic placement qualification
According to the confirmation and verification of Minsheng investment, Minsheng investment is the joint sponsor (joint lead underwriter) Minsheng
Wholly owned subsidiaries of securities; According to the announcement of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the third batch) published by China Securities Association on May 18, 2017, Minsheng investment is an alternative investment subsidiary of Minsheng securities, which belongs to "relevant subsidiaries of sponsors participating in follow-up investment" and is qualified to participate in the strategic placement of the issuer's initial public offering, Comply with the relevant provisions of Chapter III of the underwriting guidelines on "follow-up investment of relevant subsidiaries of sponsors". According to the commitment letter issued by Minsheng Investment: 1) it has the corresponding legal qualification of securities investment subject, has performed the internal and external approval procedures for participating in this strategic placement according to law, and its participation in this strategic placement is in line with its investment scope and investment field. There are no laws, administrative regulations, China Securities Regulatory Commission The normative documents issued by Shanghai Stock Exchange and China Securities Association or their articles of association prohibit or restrict participation in this strategic placement; 2) It is the actual holder of the strategic placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement; 3) It has good market reputation and influence, strong capital strength, recognizes the long-term investment value of the issuer, and will subscribe for the promised number / amount of shares of the issuer according to the finally determined issue price.
(4) Sources of subscription funds participating in strategic placement
According to the commitment letter issued by Minsheng investment, the capital source for its subscription of the strategic placement shares is its own funds, which is in line with the investment direction of the funds. According to the verified financial statements of Minsheng investment as of September 2021, the current assets of Minsheng investment are sufficient to cover the committed subscription amount agreed in the subscription agreement signed between Minsheng investment and the issuer.
(5) Relevant commitments
According to the commitment letter issued by Minsheng investment, Minsheng investment promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer and not to seek the control of the issuer during the restricted sale period of the allocated shares. 2. CICC wealth Securities Co., Ltd. (follow-up investment of relevant subsidiaries of the sponsor)
(1) Basic information
According to the business license, articles of association and other materials of CICC wealth and the confirmation of CICC wealth, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn) The basic information of CICC wealth is as follows:
Company name: CICC wealth Securities Co., Ltd
Date of establishment: September 28, 2005
Unified social credit code 91440300779891627f
Legal representative: Gao Tao
Registered capital: 800 million yuan
Registered address: floors 18-21 and 04, building a, Rongchao business center, the junction of Yitian road and Fuzhong Road, Futian District, Shenzhen
