China Securities Co.Ltd(601066) , Citic Securities Company Limited(600030) special verification report on the verification of strategic investors of Jingke Energy Co., Ltd. in its initial public offering and listing on the science and Innovation Board
Jingke Energy Co., Ltd. (hereinafter referred to as “Jingke energy”, “issuer” or “company”) intends to make an initial public offering of shares and be listed on the science and Innovation Board (hereinafter referred to as “this offering”). China Securities Co.Ltd(601066) Securities Co., Ltd. (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) is the sponsor (joint lead underwriter) of Jingke energy’s offering, and Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) is the joint lead underwriter of Jingke energy’s offering (hereinafter collectively referred to as “joint lead underwriters”), In accordance with the securities law of the people’s Republic of China, the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (SZF [2021] No. 76) (hereinafter referred to as the “implementation measures”) According to the guidelines for the application of the issuance and underwriting rules of Shanghai Stock Exchange Kechuang board No. 1 – initial public offering of shares (hereinafter referred to as the “underwriting guidelines”) and the relevant provisions of the underwriting specifications for initial public offering of shares under the registration system, the strategic investors of Jingke energy in this offering are verified, and based on the relevant materials provided by the issuer and strategic investors, According to the verification opinions issued by Beijing BOC law firm and the relevant verification results conducted by the joint lead underwriters, the joint lead underwriters issued the following special verification report on the strategic placement of Jingke energy (hereinafter referred to as “the strategic placement”):
1、 Selection criteria and placement qualification of strategic investors
(I) selection criteria of strategic investors
According to Article 8 of the underwriting guidelines, the investors of the issuer participating in the strategic placement of this offering mainly include: 1. Large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision 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. China Securities Co.Ltd(601066) Investment Co., Ltd. (related subsidiaries of the sponsor participating in follow-up investment);
4. The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement.
According to the strategic placement agreement for the initial public offering of RMB common shares (A shares) by Jingke Energy Co., Ltd. and listing on the science and innovation board, the strategic investor placement agreement for the initial public offering of shares by Jingke Energy Co., Ltd. and listing on the science and Innovation Board (hereinafter collectively referred to as the “strategic placement agreement”), and other relevant materials, There are 14 strategic investors participating in this placement, and the basic information is as follows:
Serial number name of strategic investor type of strategic investor restricted period of allocated shares
1 National Council of social security funds
1-1 national social security fund 101 portfolio 12 months 1-2 basic endowment insurance fund 15021 portfolio has long-term investment intention
Large insurance companies or
2. Shenzhen Venture Capital manufacturing transformation and upgrading new material Fund (limited partnership) its subordinate enterprises, national 12-month 3 China Life Insurance Company Limited(601628) large investment fund or its 12-month subordinate enterprises
4 Taiping Life Insurance Co., Ltd. 12 months 5 China Insurance Investment Fund (limited partnership) 12 months
6. Power investment Jianneng (Jiaxing) new energy investment partnership (limited partnership for 12 months)
7 Beijing Guoneng green low carbon development investment fund (limited partnership) has a strategic cooperative relationship with the issuer for 12 months
8 Shanghai Guosheng industry empowerment private investment fund partnership (limited or 12-month partnership with long-term cooperation vision) large enterprise or its subordinates
9 Shangrao Binjiang Investment Co., Ltd. 12 months 10 Haining Jianshan New Area Development Co., Ltd. 12 months
11. The sponsor of China Securities Co.Ltd(601066) Investment Co., Ltd. participated in the follow-up investment for 24 months constitutes a related subsidiary
12 China Securities Co.Ltd(601066) the senior management of the issuer of the strategic placement of collective assets on the science and Innovation Board of Jingke energy No. 1 participated in the 12-month management plan with the core employees
13 China Securities Co.Ltd(601066) Jingke energy’s No. 2 Science and Innovation Board strategic placement collective assets and the special asset management plan established for the 12-month strategic placement
14 China Securities Co.Ltd(601066) 12-month management plan of strategic placement collective assets plan of Jingke energy No. 3 science and Innovation Board
(II) placing qualification and basic information of strategic investors
1. National Council of social security funds
(1) Basic information
The National Social Security Fund Council is a public institution directly under the State Council, which is directly under the leadership of the State Council and subject to the supervision of the State Council or the department authorized by the State Council.
The National Social Security Fund Council is the management and operation organization of the national social security fund. Its main responsibilities include: managing and operating the national social security fund, and entrusted with the investment and operation of the basic endowment insurance fund with the approval of the State Council; According to the scope and proportion approved by the State Council, it can directly invest in the operation or select and entrust professional institutions to operate the fund assets.
According to the entrusted investment contract signed by the National Social Security Fund Council, China Southern Fund Management Co., Ltd. (hereinafter referred to as “China Southern Fund”) and Guangfa Fund Management Co., Ltd. (hereinafter referred to as “Guangfa fund”, China Southern Fund and Guangfa fund are hereinafter collectively referred to as “investment Manager”) and the commitment letter issued by the investment manager, The National Social Security Fund Council authorizes Nanfang fund to manage the national social security fund 101 portfolio and Guangfa fund to manage the basic endowment insurance fund 15021 portfolio (the national social security fund 101 portfolio and the basic endowment insurance fund 15021 portfolio are hereinafter collectively referred to as the “social security and endowment fund portfolio”).
(2) Strategic placement qualification
The national social security fund was established in August 2000. It is the national social security reserve fund. It is composed of central financial budget allocation, state-owned capital transfer, fund investment income and funds raised in other ways approved by the State Council. It is specially used to supplement and adjust social security expenditures such as pension insurance during the peak period of population aging, It is managed and operated by the National Council of social security funds. According to the social security fund annual report of the National Social Security Fund Council (2020), by the end of 2020, the total assets of the national social security fund were 2922.661 billion yuan.
The basic old-age insurance fund is the partial balance fund and its investment income of the basic old-age insurance managed by the National Council of social security funds entrusted by the people’s governments of all provinces (autonomous regions and municipalities directly under the central government) in accordance with the measures for the administration of investment of basic old-age insurance funds issued and implemented by the State Council on August 17, 2015. According to the annual report of the National Social Security Fund Council on the entrusted operation of the basic old-age insurance fund (2020), by the end of 2020, the total assets of the basic old-age insurance fund were 1395.085 billion yuan.
To sum up, the national social security fund and basic endowment insurance fund managed by the national social security fund belong to national large-scale investment funds. The national social security fund 101 portfolio and the basic endowment insurance fund 15021 portfolio are one of the specific entrusted portfolios of the national social security fund and the basic endowment insurance fund, and are qualified to participate in the strategic placement of the issuer’s initial public offering.
In accordance with the requirements of the National Social Security Fund Council on the investment of social security and pension fund portfolio, China Southern Fund and Guangdong Development Fund have performed the corresponding investment decision-making procedures for participating in the strategic placement, and reported to the National Social Security Fund Council on participating in the strategic placement. According to the letter on confirming the ownership of the rights and interests of the entrusted portfolio funds of the national social security fund and the basic old-age insurance fund (ssfh [2022] No. 1) issued by the National Social Security Fund Council, the National Social Security Fund Council has learned of the strategic placement arrangement.
In addition, the National Social Security Fund Council and relevant social security fund portfolios and basic endowment insurance fund portfolios have subscribed for China Mobile Co., Ltd. (Stock Code: 600941), Baiji Shenzhou Co., Ltd. (Stock Code: 688235), Xinjiang Daqo New Energy Co.Ltd(688303) (Stock Code: 688303), China International Capital Corporation Limited(601995) (stock code: 601995) as strategic investors in recent years Postal Savings Bank Of China Co.Ltd(601658) (Stock Code: 601658) and other initial public offerings of listed companies.
In conclusion, according to the provisions on “strategic investors” in Chapter II of the underwriting guidelines, the national social security fund and basic old-age insurance fund managed by the National Social Security Fund Council belong to national large-scale investment funds, have the qualification to participate in the strategic placement of the issuer’s initial public offering, and comply with the provisions of Article 8 (II) of the underwriting guidelines.
(3) Association relationship
According to the written confirmation provided by the social security and pension fund portfolio investment manager, there is no correlation between the social security and pension fund portfolio and its investment manager and the issuer and the joint lead underwriter.
(4) Sources of funds participating in subscription
In accordance with the provisions of the Interim Measures for the investment management of the national social security fund and the measures for the investment management of the basic old-age insurance fund, The letter on confirming the ownership of the rights and interests of the entrusted portfolio funds of the national social security fund and the basic endowment insurance fund (ssfjh [2022] No. 1) issued by the National Social Security Fund Council and the commitment letter provided by the portfolio investment manager of the social security and endowment fund, All funds of the social security and pension fund portfolio to subscribe for the strategic placement shares come from the national social security fund and basic pension insurance fund managed by the National Social Security Fund Council, which are in line with the investment direction of the fund. The relevant funds and investment income belong to the national social security fund and basic pension insurance fund.
(5) Other commitments related to this offering
On behalf of the social security and pension fund portfolio as the investment manager, China Southern Fund and Guangdong Development Fund respectively issued the following commitments on participating in the strategic placement: ① they have the corresponding legal qualification of securities investors, their participation in the strategic placement has fulfilled the internal and external approval procedures according to law, their participation in the strategic placement is in line with their investment scope and investment field, and there is no law Administrative regulations, normative documents or other documents issued by China Securities Regulatory Commission, Shanghai Stock Exchange and China Securities Association prohibit or restrict participation in the long-term investment value of the issuer, and will subscribe for the promised amount of the issuer’s shares at the finally determined issue price; ③ The issuer’s shares allocated for this strategic placement will not be transferred, entrusted to others for management or repurchased by the issuer within 12 months from the date of the issuer’s initial public offering and listing. After the expiration of the restriction period, the reduction of the strategic placement shares obtained by the institution shall be subject to the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on share reduction; ④ There is no act of conveying illegitimate interests between it and the issuer, the lead underwriter or other interested parties.
2. Shenzhen Venture Capital new materials fund for manufacturing transformation and upgrading (limited partnership)
(1) Basic information
According to the business license issued by Shenzhen market supervision and Administration Bureau and Luohu regulatory bureau on June 28, 2020 and inquired by the national enterprise credit information publicity system, the basic industrial and commercial information of Shenzhen Venture Capital manufacturing transformation and upgrading new material Fund (limited partnership) (hereinafter referred to as “Shenzhen Venture Capital New material fund”) is as follows:
Company name: Shenzhen Venture Capital new materials fund for manufacturing transformation and upgrading (limited partnership)
Company type limited partnership
Unified social credit code 91440300ma5g926y12
Address: Luohu business center, No. 2028, Shennan East Road, Chengdong community, Dongmen street, Luohu District, Shenzhen
Unit 2903-01
Executive partner: Shenzhen Venture Capital laterite equity investment management (Shenzhen) Co., Ltd. (appointed representative: Deng Liang)
The total subscribed capital contribution is 2.75 billion yuan
Date of establishment: June 28, 2020
Partnership term: June 28, 2020 to May 31, 2030
General business items: Investment Management
