Huatai United Securities Co., Ltd
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
Special verification report for strategic investors in initial public offering
The application of Beijing Zhongke Jiangnan Information Technology Co., Ltd. (hereinafter referred to as "Zhongke Jiangnan" or "issuer") for initial public offering of shares (hereinafter referred to as "this offering") and listing on the gem was reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "your exchange" and "Shenzhen Stock Exchange") on September 10, 2021, It was registered on January 18, 2022 by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in the document zjxk [2022] No. 127. 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.
According to 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 administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), the special provisions on securities issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) 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 the "detailed rules"), detailed rules for the implementation of offline issuance of initial public offerings on the Shenzhen market (revised in 2020) (SZS [2020] No. 483), specifications for the underwriting of initial public offerings under the registration system (czxf [2021] No. 213) Relevant laws and regulations, regulatory provisions, self-discipline rules and other documents, such as the detailed rules for the administration of offline investors in initial public offerings (zsxf [2018] No. 142), the rules for the administration of offline investors in initial public offerings under the registration system (zsxf [2021] No. 212), The sponsor (lead underwriter) checks the qualification of strategic placement of initial public offering shares of Beijing Zhongke Jiangnan Information Technology Co., Ltd. and issues this verification report.
1、 Approval and authorization of this issuance and listing on GEM
(I) approval of the board of directors of the Issuer on this issuance and listing
On September 27, 2020, the issuer convened the 14th meeting of the second board of directors in accordance with legal procedures, deliberated and adopted the relevant proposals on IPO and listing on GEM.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On October 14, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020 and considered and approved the relevant proposals on IPO and listing on GEM.
(III) examination of Shenzhen Stock Exchange and CSRC on this issuance and listing
On September 10, 2021, the gem stock listing committee of Shenzhen Stock Exchange issued the announcement on the results of the 57th review meeting of the municipal Party Committee on the gem in 2021. According to the contents of the announcement, the gem stock listing committee of Shenzhen stock exchange held the 57th review meeting of 2021 on September 10, 2021 and has approved the issuance and listing (initial public offering) of Beijing Zhongke Jiangnan Information Technology Co., Ltd.
On January 18, 2022, the CSRC issued the reply on Approving the registration of initial public offering of shares by Beijing Zhongke Jiangnan Information Technology Co., Ltd. (zjxk [2022] No. 127), agreeing to the issuer's application for registration of initial public offering of shares.
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 placement object of this issuance must be one of the circumstances in line with Article 32 of the implementation rules: 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. A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation;
4. Where follow-up investment is carried out in accordance with the provisions of the implementation rules, the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company that actually controls the recommendation institution;
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:
For the strategic placement of this offering, the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement and the follow-up investment of the relevant subsidiaries of the sponsor (for example, the offering price exceeds the median and weighted average of the offline investor's quotation after excluding the highest quotation and the securities investment fund established by public offering after excluding the highest quotation (hereinafter referred to as "public offering fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension"), enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") and insurance funds (hereinafter referred to as "insurance funds") in accordance with the measures for the administration of the use of insurance funds, whichever is lower, The relevant subsidiaries of the sponsor will participate in the strategic placement) composition of this offering in accordance with relevant regulations.
According to Article 29 of the detailed rules for the implementation, if the number of shares in the initial public offering is less than 100 million shares, the number of strategic investors shall not exceed 10. The placement to no more than 2 strategic investors in this offering complies with the above provisions.
(II) participation scale of strategic placement
Huatai Zhongke Jiangnan homeland No. 1 gem ESOP collective asset management plan shall participate in the strategic placement with an amount not exceeding RMB 134110000, and the placement amount shall not exceed the upper limit of the number of shares of senior managers and core employees participating in the strategic placement in the special asset management plan for initial public offering and underwriting of gem, that is, it shall not exceed 10% of the number of shares of initial public offering, That is, not more than 2700000 shares.
If the offering price exceeds the lower of the median and weighted average of the offline investors' quotation after excluding the highest quotation and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, Huatai Innovation Investment Co., Ltd., the relevant subsidiary of the sponsor, will participate in the strategic placement of the offering in accordance with relevant regulations, Subscribe for 2% - 5% of the initial public offering shares of the issuer.
The participation scale of this strategic placement complies with the requirements of the detailed rules for the implementation that the number of strategic investors in this issuance shall not exceed 10, and the total number of shares allocated by strategic investors shall not exceed 20% of the number of shares issued to the public.
3、 Compliance of strategic placement objects participating in this offering
(I) subject qualification of participants in this strategic placement
1. Huatai Zhongke Jiangnan home No. 1 gem ESOP collective asset management plan
(1) Basic information
Specific name: Huatai Zhongke Jiangnan home No. 1 gem ESOP collective asset management plan
Date of establishment: March 4, 2022
Filing date: March 8, 2022
Filing Code: sve384
Scale of raised funds: 134.11 million yuan (excluding breeding interest)
Manager: Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
Actual controlling entity: Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd., the actual controlling entity is not the senior management of the issuer
Name, position and proportion of participants:
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
1. Chairman Luo Panfeng is 11.18% 1500
2. The general manager of Zhu Ling is 8.95%
3 Zeng Jicai senior vice president is 7.31% 980
4 Zhang Laisheng senior vice president is 6.34%
5 Ma Yi senior vice president is 5.97% 800
6. The Secretary of Zhang Chi's board of directors is 0.97%
7. The chief financial officer of Yang Chengfen is 4.10%
8 Zu Caixia, deputy general manager of scheme marketing department, no 1.04% 140
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
9 Huang Zifu, general manager of scheme marketing department, no 1.49% 200
10 Li Weili, deputy general manager of marketing center no 3.95% 530
11 Su Tianwei regional sales general manager no 3.58% 480
12 weeks qiguang regional sales general manager no 2.61% 350
13 Chen Haiming regional sales general manager no 2.61% 350
14 Wang Bin regional sales general manager no 2.46% 330
15 Zhu Zhiqun, head of budget management section, no 2.31% 310
16 Wang Wei budget execution department manager no 1.99% 267
17 Wang Shunming accounting department manager no 1.38% 185
18 ran Daliang bank software department manager no 1.68% 225
19 long Qunzhi budget editing department manager no 1.30% 175
20. Whether the general manager of leiruiheng electronic product development department is 2.39% 320 Manager
21 Guo Maolin, head of Jiangsu R & D center no 1.16% 155
22 Du Lianghong, head of accounting and financial reporting, no 2.10% 282
23 whether Zeng Mingjun is in charge of budget implementation 2.35% 315
24 Yuan Xiao implementation service center general manager no 3.33% 447
25 Li Zhanli, general manager of innovative technology application department no 3.88% 520
26. Whether the deputy general manager of the business department of Quan Shaodong budget unit is 1.12% 150
27 Wang Zhengli, deputy general manager of internal control department no 1.27% 170
28 Zhou Hongmei human resources director no 5.22% 700
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