China Merchants Securities Co.Ltd(600999) about
Yidong Electronic Technology Co., Ltd. made an initial public offering and was listed on the gem
Special verification report of strategic investors
Sponsor (lead underwriter)
111 Futian 1st Street, Futian District, Shenzhen
The initial public offering (hereinafter referred to as “this offering”) of Yidong Electronic Technology Co., Ltd. (hereinafter referred to as “Yidong Electronics”, “issuer” or “company”) underwritten by China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) “, “sponsor (lead underwriter)” or “lead underwriter”) The application documents for listing on the gem have been examined and approved by the gem stock listing committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on June 3, 2021, and registered and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 3938 on December 15, 2021.
The strategic investor of this offering is China Merchants Securities Co.Ltd(600999) Investment Co., Ltd. (or an alternative investment subsidiary established by the sponsor according to law or a securities company that actually controls the sponsor according to law if it follows the implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021), Hereinafter referred to as “China Merchants investment”), China Merchants asset management Yidong electronic employees participate in the gem strategic placement collective asset management plan (the issuer’s senior managers and core employees participate in the special asset management plan established by this strategic placement, hereinafter referred to as “Yidong electronic employee war asset management plan”).
In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting (Order No. 144 of the China Securities Regulatory Commission) 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”) Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), 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”) and other laws According to the regulations and normative documents, China Merchants Securities Co.Ltd(600999) checks the qualifications of investors participating in the strategic placement, and issues this special verification report. 1、 Resolution of the board of directors of the Issuer on this strategic placement
On September 20, 2021, the issuer held the 12th meeting of the first board of directors, which deliberated and adopted the proposal on senior managers and core employees participating in the strategic placement of the company’s initial public offering and listing on the gem, and agreed to the specific details of the company’s senior managers and core employees participating in the strategic placement of this offering and listing.
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) determination of strategic placement object
The strategic placing objects of this issuance must comply with the following circumstances stipulated in Article 32 of the implementation rules: “(I) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer’s business;
(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) the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company actually controlling the recommendation institution that implements follow-up investment in accordance with the provisions of these rules;
(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 that comply with laws, regulations and business rules. “
The issuer and the lead underwriter determine the following objects to participate in the strategic placement according to the number of IPO shares, share restriction arrangements and actual needs, and in accordance with the provisions of relevant laws and regulations:
Serial number full name of investor investor type restricted period of allocated shares
Follow up investment shall be implemented in accordance with the implementation rules
An alternative investment established by a recommendation institution according to law
1 China Merchants Securities Co.Ltd(600999) Investment Co., Ltd. is a subsidiary or actually controls the sponsor for 24 months
Alternative securities companies established according to law
Subsidiary (hereinafter referred to as “sponsor”)
Relevant subsidiaries “)
Senior management personnel and core members of China Merchants asset management Yidong electronic staff participants
2. Assemble the capital workers with gem strategic placement to participate in the special 12-month strategic placement
Asset management plan
Note:
1. The sales restriction period shall be calculated from the date of listing of the shares issued this time.
2. If the determined issue price exceeds the median and weighted average of offline investors\’ quotations after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”) and the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation The enterprise annuity fund (hereinafter referred to as the “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as the “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, whichever is the lower of the median quotation and the weighted average (hereinafter referred to as the “four values”), The investment promotion of relevant subsidiaries of the sponsor (lead underwriter) will participate in the strategic placement of this offering in accordance with relevant regulations; If the issue price does not exceed the lower of the “four values”, China Merchants investment will not participate in the strategic placement of this issue.
The compliance of the above strategic placement objects is detailed in part III of this verification report.
(II) subscription amount and quantity of strategic placement
The initial number of follow-up shares of relevant subsidiaries of the sponsor is 5.00% of the number of public offerings, i.e. 2.92 million shares. If the offering price exceeds the lower of the “four values”, China Merchants investment will participate in the strategic placement of the offering in accordance with relevant regulations, and the number of follow-up investment will not exceed 5.00% of the number of public offerings, that is, no more than 2.92 million shares.
If the issue price does not exceed the lower of the “four values”, China Merchants investment will not participate in the strategic placement of this issue.
The total number of shares to be subscribed by Yidong electronic staff war allocation management plan shall not exceed 10.00% of the total scale of this issuance, that is, not more than 5.84 million shares and not more than 159.9 million yuan.
The difference between the final placement quantity and the initial placement quantity of strategic investors is transferred back to offline issuance. 3、 Compliance of strategic participants in this offering
(I) selection criteria of strategic investors
The investors of this strategic placement are selected in accordance with the special provisions, implementation rules and other relevant provisions, specifically: the relevant subsidiaries of the sponsor (contingent), the senior managers and core employees of the issuer participate in the special asset management plan established by this strategic placement.
(II) subject qualification of participants in this strategic placement
1. China Merchants Securities Co.Ltd(600999) Investment Co., Ltd
(1) Follow up investor
If the offering price exceeds the lower of the “four values”, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations, and the follow-up investment subject of the sponsor is the investment promotion and investment of the alternative investment subsidiary established by the sponsor according to law.
(2) Follow up quantity
In case of the above circumstances, China Merchants investment will subscribe for 2% to 5% of the issuer’s shares in this public offering according to the stock issuance price, and the specific proportion will be determined according to the scale 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 but 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 initial number of shares invested by the relevant subsidiaries of the sponsor is 5.00% of the shares issued to the public, i.e. 2.92 million shares. The difference between the final placement number of strategic investors and the initial placement number is transferred back to offline issuance. The specific follow-up investment proportion and amount will be determined after the issue price is determined on T-2. Since the final follow-up investment and issuance price and actual subscription quantity of relevant subsidiaries of the sponsor are 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.
(3) Strategic placement qualification
China Merchants Securities Co.Ltd(600999) Investment Co., Ltd., as an alternative investment subsidiary established by the sponsor according to law, is qualified to participate in the strategic placement of this issuance and complies with the provisions of item (IV) of Article 32 of the detailed rules for implementation. (4) Sales restriction period
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, China Merchants Investment promises to hold the shares allocated this time for 24 months from the date of the issuer’s initial public offering and listing.
The restricted sale period shall be calculated from the date when the shares issued to the public are listed on the Shenzhen Stock Exchange.
After the expiration of the sales restriction period, the reduction of the allocated shares by the strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
(5) Relevant commitments
If the relevant subsidiary of the sponsor participates in the strategic placement of this offering, the relevant subsidiary of the sponsor will promise not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and will not seek the control of the issuer during the restricted sale period of the allocated shares.
2. Yidong electronic staff war allocation management plan
(1) Basic information
The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement, and the employees of China Merchants capital management Yidong electronics participated in the collective asset management plan of gem strategic placement. The total number of shares to be subscribed by Yidong electronic staff war allocation management plan shall not exceed 10.00% of the total scale of this issuance, that is, not more than 5.84 million shares and not more than 159.9 million yuan. The details are as follows:
Product Name: China Merchants asset management Yidong electronic employees participate in the gem strategic placement collective asset management plan
Name of manager China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. (hereinafter referred to as “China Merchants asset management”)
Date of establishment: September 28, 2021
Filing date: September 30, 2021
Filing Code: ssw419
Actual controlling entity China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd
The name, position, actual contribution amount and proportion of actual participants are as follows:
No. name and position participating in placement: whether it is the actual payment amount and the proportion of directors, supervisors and Gao (10000 yuan) holding the asset management plan
1 chairman Deng Yuquan is 8588 53.68%
2 Deng Ke’s general manager is 2412 15.08%
3. Huang Meier purchasing director no 1900 11.88%
4 Wang Li Jun investment and financing general manager no 600 3.75%
5 Zhang Weiguo’s deputy general manager is 300 1.88%
6 deputy general manager Xiao Min is 300 1.88%
No. name and position participating in placement: whether it is the actual payment amount and the proportion of directors, supervisors and Gao (10000 yuan) holding the asset management plan
7 Wu Shu’s CFO is 250 1.56%
8 Wang Gang, vice president of financial management center 250 1.56%
manager
9. Xie Zhang, Secretary of the board of directors, is 100 0.63%
10 sun kunlan information technology management center no 100 0.63
