Citic Securities Company Limited(600030)
About Guangdong Weide Information 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)
The lead underwriter (hereinafter referred to as the “lead underwriter”) for the initial public offering of shares and listing on the science and Innovation Board of deinformation (or the “company”), 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 the registration of initial public offerings on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance of listed companies, the code for underwriting initial public offerings under the registration system, and the guidelines for the application of the rules for issuance and underwriting on the science and Innovation Board of Shanghai Stock Exchange No. 1 – initial public offerings (revised in 2021) (hereinafter referred to as the “underwriting guidelines”), the implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (hereinafter referred to as the “implementation measures”) and other relevant laws, regulations and other relevant documents, this verification report is issued for the strategic placement of shares in Weide information’s initial public offering. 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 April 28, 2020, the issuer held the fourth meeting of the first board of directors. All directors attended the meeting, deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange and other relevant proposals, and proposed to convene the second extraordinary general meeting of shareholders in 2020 to consider the proposals related to this offering and listing.
On April 24, 2021, the issuer convened the ninth meeting of the first board of directors in accordance with legal procedures, deliberated and adopted the proposal on extending the validity period of the company’s resolution on applying for initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange, and confirmed that the validity period of the resolution on this issuance and listing shall be extended from the expiration date to May 14, 2022.
(II) approval and authorization of the general meeting of shareholders of the Issuer on this issuance and listing
On May 15, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange and other relevant proposals.
On May 15, 2021, the issuer held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on extending the validity period of the company’s resolution on applying for initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange, and confirmed that the validity period of the resolution on this issuance and listing will be extended from the expiration date to May 14, 2022.
(III) review of Shanghai Stock Exchange and China Securities Regulatory Commission on the issuance and listing on November 9, 2020, the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) issued the announcement on the results of the 100th review meeting of the Municipal Committee of the science and innovation board in 2020. According to the contents of the announcement, The stock listing committee of the science and Innovation Board of Shanghai stock exchange held its 100th meeting in 2020 on November 9, 2020 and has considered and approved the issuance and listing (initial public offering) of Weide information.
On December 6, 2021, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares by Guangdong Weide Information Technology Co., Ltd. (zjxk [2021] No. 3836), 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 the target of the strategic placement
The strategic placement object of this issuance must be one of the circumstances in line with Article 8 of the underwriting guidelines: large enterprises or their subordinate enterprises with strategic partnership or long-term cooperation vision; Large insurance companies with long-term investment intention or enterprises under them, national large investment funds or enterprises under them; Securities investment funds that meet certain conditions; Relevant subsidiaries of the sponsor; The special asset management plan established by the issuer’s senior management and core employees; Other strategic investors who comply with laws, regulations and business rules.
The issuer and the lead underwriter shall determine the number of IPO shares, share restriction arrangements and actual needs, and determine that the object participating in the strategic placement is Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”) in accordance with the provisions of relevant laws and regulations. The compliance of the above strategic placement objects is detailed in part III of this verification report.
The placement of this offering to one strategic investor complies with the provisions on the number of strategic investors in Article 6 of the underwriting guidelines. (II) number of shares strategically placed
According to the contents of the issuance plan formulated by the issuer and the lead underwriter, the issuer plans to issue 20943400 shares this time. It invests in the initial placement of 1047170 shares to the only strategic investor participating in this placement and the wholly-owned subsidiary of the sponsor Citic Securities Company Limited(600030) . The initial strategic placement accounts for 5% of the number of shares issued this time, not exceeding the upper limit of 20%, Comply with the provisions of Article 17 of the implementation measures.
According to the underwriting guidelines, the expected subscription proportion of CSI investment shall not exceed 5% of the number of public offerings, i.e. 1047170 shares. The specific proportion and amount will be determined after the issuance price is determined on T-2:
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. Since the final subscription quantity of CSI is related to the final issuance scale, the lead underwriter has the right to adjust the final subscription quantity of CSI after determining the issuance price.
A total of one investor participated in the strategic placement. The initial number of shares issued by the strategic placement was 1047170, accounting for 5.00% of the total issued. It meets the requirements in the implementation measures and underwriting guidelines that the number of strategic investors in this offering shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in this public offering. 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 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 object participating in the strategic placement of this issuance is CSI, which is a wholly-owned subsidiary of the sponsor Citic Securities Company Limited(600030) .
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: room 2001, building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
The business term is from April 1, 2012 to no fixed term
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
CSI does not have any circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association, such as the expiration of its business term, the decision of shareholders to dissolve, the dissolution due to merger or division, the revocation of its business license according to law due to violation of laws, regulations or other normative documents, the order to close down or be revoked, or the declaration of bankruptcy due to failure to pay off its due debts. CSI is a legally existing limited company.
As of the signing date of this verification report, CIC has gone through the publicity procedures of 2020 annual report, and the national enterprise credit information publicity system shows that the operation status is “survival”.
(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 of Chapter III of the underwriting guidelines on “follow-up investment by relevant subsidiaries of the sponsor”, as an alternative investment subsidiary legally established by the sponsor Citic Securities Company Limited(600030) , CSI is qualified to participate in the strategic placement of the issuer’s initial public offering, and meets the provisions of Article 8 (IV) of the underwriting 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
Upon verification, CSI is a wholly-owned subsidiary of Citic Securities Company Limited(600030) . Before this issuance, CSI did not directly hold shares of the company. China securities investment or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer, its controlling shareholders and important related parties; Citic Securities Company Limited(600030) . There is no other related relationship between CSI and the issuer.
(5) Sources of subscription funds participating in strategic placement
The 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. (III) subscription agreement
The issuer has entered into a subscription agreement with the allocated object determined above to participate in the strategic placement, which stipulates the subscription quantity, subscription price and subscription payment; Rights and obligations of Party A; Rights and obligations of Party B; Confidentiality clause; Liability for breach of contract; Assignment and waiver; Notice and delivery.
The content of the subscription agreement signed between the issuer and the issuing object does not violate the provisions of the contract law of the people’s Republic of China and other laws, regulations and normative documents, and the content is legal and effective.
(IV) compliance opinions
The lead underwriter has verified the selection criteria and placement qualification of strategic investors.
CSI currently exists legally. As an alternative investment subsidiary legally established by the sponsor Citic Securities Company Limited(600030) , it meets the criteria for the issuer to select strategic investors, as well as Article 19 of the implementation measures, Article 8 (IV) and Article 15 of the underwriting guidelines and other relevant laws and regulations, It is qualified to participate in the strategic placement of the issuer’s initial public offering.
Upon verification by the lead underwriter, there are no prohibited circumstances specified in Article 9 of the underwriting guidelines for CSI investment, and the issuer has issued a letter of commitment for the verification matters.
The prohibited circumstances specified in Article 9 of the underwriting guidelines are:
1. The issuer and the lead underwriter promise the strategic investors that the share price will rise after listing, or if the share price does not rise, the issuer will buy back the shares or give any form of economic compensation;
2. The lead underwriter introduces strategic investors on the condition of promising to share the underwriting expenses, introducing and participating in the strategic placement of other issuers, and returning the brokerage commission for the placement of new shares;
3. The issuer subscribes to the securities investment fund managed by the issuer’s strategic investors after listing;
4. The issuer promises to appoint personnel associated with the strategic investor as directors, supervisors and senior managers of the issuer during the restricted sale period of the shares allocated to the strategic investor, except that the senior managers and core employees of the issuer set up a special asset management plan to participate in the strategic placement;
5. Except for the circumstances specified in Item 3 of Article 8 of the underwriting guidelines, strategic investors use non self owned funds to subscribe for the issuer’s shares, or accept the entrustment of other investors or entrust other investors to participate in the strategic placement;
6. Other direct or indirect transfer of interests. 4、 Verification opinions of lead underwriter’s lawyers
Beijing Deheng Law firm has verified the selection criteria and placement qualification of strategic investors and issued the following verification conclusions:
CSI is the sponsor of the issuer Citic Securities Company Limited(600030)
