Citic Securities Company Limited(600030)
About Zhejiang Zhenlei Technology Co., Ltd
Strategic investors in IPO
of
Special verification report
Sponsor (lead underwriter)
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Citic Securities Company Limited(600030) as the lead underwriter of Zhejiang Zhenlei Technology Co., Ltd. (hereinafter referred to as “Zhenlei technology” or “the company”) for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “the lead underwriter”), According to 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 the registration of initial public offerings on the science and Innovation Board (for Trial Implementation), and the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) (hereinafter referred to as the “underwriting code”) Guidelines for the application of the rules on the issuance and underwriting of the Kechuang board of Shanghai Stock Exchange No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as “business guidelines”), measures for the implementation of the issuance and underwriting of shares on the Kechuang board of Shanghai Stock Exchange (SZF [2021] No. 76) (hereinafter referred to as “implementation measures”) and other relevant laws This verification report is issued for the strategic placement of initial public offering shares of Zhejiang Zhenlei Technology Co., Ltd. in accordance with the provisions of laws and regulations and other relevant documents. 1、 Approval and authorization of this issuance and listing on the science and Innovation Board (I) approval of the issuer’s board of directors on this issuance and listing
On March 2, 2021, the issuer held the second meeting of the first board of directors. All directors attended the meeting and deliberated and adopted the proposal on the initial public offering of shares and listing on the science and Innovation Board of Zhejiang Zhenlei Technology Co., Ltd. (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 proposal on the initial public offering of shares and listing on the science and Innovation Board of Zhejiang Zhenlei Technology Co., Ltd. (III) examination and approval of Shanghai Stock Exchange and China Securities Regulatory Commission on this issuance and listing
On November 9, 2021, the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) issued the announcement on the results of the 83rd review meeting of the municipal Party Committee on the science and innovation board 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 83rd meeting in 2021 on November 9, 2021, and has considered and agreed to the issuance and listing (initial public offering) of Zhenlei technology.
On December 20, 2021, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares of Zhejiang Zhenlei Technology Co., Ltd. (zjxk [2021] No. 4031), approving the issuer’s application for registration of initial public offering of shares. (IV) examination and approval of the issuer’s participation in the strategic placement
On December 20, 2021, the issuer held the fifth meeting of the first board of directors, which deliberated and adopted the proposal on senior managers and core employees participating in the company’s initial public offering and strategic placement for listing on the science and innovation board, It is agreed that the issuer will introduce Citic Securities Company Limited(600030) Zhenlei technology employees to participate in the strategic placement collective asset management plan of the science and Innovation Board (hereinafter referred to as “Zhenlei technology employee asset management plan”), sign the corresponding subscription agreement and go through the relevant issuance registration procedures. 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 the target of the strategic placement
The strategic placement object of this issuance must be one of the situations in line with Article 8 of the business guidelines: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; Large insurance companies with long-term investment intention or enterprises under them, national large investment funds or enterprises under them; A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation; Subsidiaries related to the sponsor of follow-up investment; The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; Other strategic investors who comply with laws, regulations and business rules.
According to the number of IPO shares, share restriction arrangements and actual needs, and in accordance with relevant laws and regulations, the issuer and the lead underwriter determine that the objects participating in the strategic placement are two strategic investors of Zhenlei technology employee asset management plan and Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”), The compliance of the above strategic placement objects is detailed in part III of this verification report.
The placement of strategic investors in this offering complies with the provisions on the number of strategic investors in Article 6 of the business guidelines. (II) number of shares strategically placed
(1) CSI has signed a subscription agreement with the issuer in December 2021, which stipulates that CSI will participate in the strategic placement of this offering in accordance with Article 18 of the business guidelines.
It is expected that the follow-up investment proportion of CSI investment will not exceed 5% of the number of public offerings, that is, no more than 1365500 shares. The specific proportion and amount will be determined after the issuance price is determined on T-2.
(2) Zhenlei technology’s employee information management plan has signed a subscription agreement with the issuer in December 2021. The planned subscription amount of Zhenlei technology’s employee information management plan will not exceed 10.00% of the total scale of the offering, that is, not more than 2731000 shares, and not more than 84 million yuan (including new share placement brokerage commission). The specific proportion and amount will be determined after the issue price is determined on T-2.
The list of investors to participate in this strategic placement is as follows:
Sequential payment amount subscribed shares No. full name of investor abbreviated as investor type (RMB 10000) upper limit (10000 shares)
1 Citic Securities Company Limited(600030) Investment Co., Ltd. sponsors of CSI investment participating in follow-up investment 10000.00 136.55
Relevant subsidiaries of the company
Citic Securities Company Limited(600030) Zhenlei technology is the senior manager of Zhenlei technology issuer
2. Employees’ participation in scientific innovation board warfare, salary managers and core employees’ participation in this 8400.00 273.10
A brief discussion on the establishment of special fund for sub strategic placement of collective asset management plan
Manage asset management plan
Note: the “payment amount” in the above table refers to the upper limit of the subscription amount (including the new share placement brokerage commission) agreed in the strategic investor share subscription agreement signed between the strategic investor and the issuer and the sponsor (lead underwriter).
“Maximum number of subscribed shares” refers to the number of subscribed shares agreed in the share subscription agreement. The strategic investor agrees that the issuer shall finally determine the number of strategic placement shares it subscribes according to the issuance.
A total of 2 investors participated in the strategic placement, and the initial number of shares issued by the strategic placement was 4096500 shares (the upper limit of the number of shares subscribed). In line with the requirements in the implementation measures and business guidelines that the number of strategic investors in this offering shall not exceed 10, the number of shares allocated to the special asset management plan shall not exceed 10% of the number of shares in the initial public offering, and the total number of shares allocated to strategic investors shall not exceed 20% of the number of shares in this public development bank. 3、 On the compliance of the strategic placement objects participating in this offering (I) selection criteria of strategic investors
The strategic placement investors are selected in accordance with the underwriting specifications, business guidelines and other relevant provisions. The specific standards are as follows:
1. Relevant subsidiaries of the sponsor participating in the follow-up investment;
(II) subject qualification of participants in this strategic placement
The objects participating in the strategic placement of this issuance are CSI investment and Zhenlei technology employee information management plan.
1. Citic Securities Company Limited(600030) Investment Co., Ltd
(1) Basic information
Through public inquiry and written verification of the business license, articles of association and other documents provided by CSI, the current basic information of CSI is as follows:
Enterprise name Citic Securities Company Limited(600030) Investment Co., Ltd. unified social code 91370212591286847j
/Registration number
Type: limited liability company (natural person investment) legal representative: Fang Hao
(wholly owned by legal person or holding company)
The registered capital is RMB 140 million, and the date of establishment is April 1, 2012
Address: Building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
The business term is from April 1, 2012 to unlimited
Investment in financial products, securities investment and equity investment (the above scope shall be registered with the China securities investment fund industry business scope Association, and shall not engage in financial services such as deposit absorption, financing guarantee and customer financing from the public without the approval of the financial regulatory department according to law). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholder Citic Securities Company Limited(600030)
Directors: Zhang Youjun (Chairman), Zhang Dongjun, Fang Hao
Key Personnel Supervisor: Niu Xuekun
General manager: Fang Hao
(2) Shareholders and actual controllers
Upon verification, CSI is a wholly-owned subsidiary established by the sponsor (lead underwriter) Citic Securities Company Limited(600030) , Citic Securities Company Limited(600030) holds 100% of its equity, and Citic Securities Company Limited(600030) is the controlling shareholder and actual controller of CSI. (3) Strategic placement qualification
According to the provisions on “follow-up investment of relevant subsidiaries of the sponsor” in Chapter III of the business guidelines, Citic Securities Company Limited(600030) as an alternative investment subsidiary legally established by the sponsor Citic Securities Company Limited(600030) , has the qualification to participate in the strategic placement of the issuer’s initial public offering, and meets the provisions of Article 8 (IV) of the business guidelines.
According to the relevant provisions of the code for the management of alternative investment subsidiaries of securities companies, Citic Securities Company Limited(600030) has fully undertaken the alternative investment business other than the list of self operated investment varieties by CSI since 2017, and the compliance and risk management of CSI have been incorporated into the parent company’s Citic Securities Company Limited(600030) unified system. In addition, upon verification, on January 17, 2018, the China Securities Association issued the publicity of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the Seventh Batch). CSI has joined the China Securities Association as a member and accepted the self-discipline management of the association. (4) Association relationship
After verification, except that CSI is a wholly-owned subsidiary of the sponsor (lead underwriter) Citic Securities Company Limited(600030) , there is no other related relationship between CSI and the issuer and the sponsor (lead underwriter).
(5) Sources of subscription funds participating in strategic placement
The sponsor (lead underwriter) has verified the audited financial report of the latest year provided by CSI, and the working capital of CSI is sufficient to cover the subscription capital of the subscription agreement signed between CSI and the issuer; Meanwhile, according to the commitment issued by CSI, the funds used by CSI to pay this strategic placement are its own funds.
(6) Lock up period and related commitments
CSI promises to hold the shares allocated this time for 24 months from the date of the issuer’s initial public offering and listing. After the expiration of the restricted sale period, the reduction of the allocated shares by CSI shall be subject to the relevant provisions of the CSRC and the Shanghai Stock Exchange on share reduction.
CSI 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 right of the issuer during the restricted sale period of the allocated shares.
2. Zhenlei technology employee information management plan
(1) Basic information
Specific name: Citic Securities Company Limited(600030) Zhenlei technology employees participated in the strategic placement collective asset management plan of the science and innovation board. Establishment time: December 24, 2021
Scale of raised funds: 84 million yuan (including brokerage commission for placement of new shares)
Manager: Citic Securities Company Limited(600030)
Actual controlling entity: Citic Securities Company Limited(600030) , the actual controlling entity is not the senior management of the issuer
All personnel participating in the asset management plan have signed current and effective labor contracts or labor contracts with the company or its holding subsidiaries. The name, position, proportion of shares held and number of shares subscribed of participants in Zhenlei technology employee information management plan are as follows:
Senior management personnel actually paid in the asset management plan
No. name company position amount (proportion of 10000 / core employee)
(yuan)
1 Chen Luping, marketing director of Zhenlei technology 750 8.9286% core employees
2 Zhang Bingzhen, general manager of radium technology 1200, 14.2857% senior managers
3 Chen Xunmeng, deputy general manager of Hangzhou Chengxin technology, 880, 10.4762% senior managers
Limited company
4 Deng Yueping Hangzhou Chengxin Technology Co., Ltd
