Haitong Securities Company Limited(600837)
About Shipu Testing Technology (Shanghai) Co., Ltd
IPO strategic placement
of
Special verification report
Sponsor (lead underwriter)
(address: No. 689, Guangdong Road, Shanghai)
December 2021
On July 28, 2021, the application documents for the initial public offering (hereinafter referred to as "this offering") and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Shipu testing", "issuer" or "company") were reviewed and approved by the gem stock listing committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), On December 22, 2021, it was registered and approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC" and "CSRC") zjxk [2021] No. 4041. The sponsor (lead underwriter) of this offering is Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor (lead underwriter)").
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the "administrative measures") and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]) issued by the CSRC, 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"), the implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the "implementation rules") promulgated by your exchange, According to the relevant provisions of the detailed rules for the implementation of offline issuance of initial public offering in Shenzhen market (revised in 2020) (SZS [2020] No. 483), the sponsor (lead underwriter) verified the qualification of strategic placement of initial public offering of shares of Shipu Testing Technology (Shanghai) Co., Ltd. and issued this verification report.
1、 Strategic placement scheme
(I) number of strategic placements
The number of shares issued this time is 30 million, accounting for 25% of the total share capital after issuance. The initial number of strategic placement shares issued in this issuance is 4.5 million shares, accounting for 15% of the issued number. Among them, the senior management and core employees of the issuer participated in the special asset management plan established by the strategic placement, and the expected subscription amount shall not exceed 51.68 million yuan, and the subscription amount shall not exceed 10.00% of the issuance amount; The number of follow-up investors of relevant subsidiaries of the recommendation institution is expected to be 5.00% of the number of this offering (if the offering price exceeds the median and weighted average of offline investors' quotations after excluding the highest quotation and the securities investment fund established by public offering after excluding the highest quotation (hereinafter referred to as "public fund") National Social Security Fund (hereinafter referred to as "social security fund"), basic endowment insurance fund (hereinafter referred to as "pension") The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as "insurance fund") in accordance with the measures for the administration of the use of insurance funds, whichever is lower, and the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with relevant regulations), No other strategic investors participated in this offering. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.
(II) strategic placement object
In this offering, the selection of strategic placement investors is comprehensively determined after considering investor qualification and market conditions, mainly including the following categories:
(1) The issuer's senior managers and core employees participated in the special asset management plan established by this strategic placement: Fucheng Haifutong Shipu testing No. 1 employee participated in the gem strategic placement collective asset management plan (hereinafter referred to as "Shipu testing asset management plan");
(2) Follow up investment of relevant subsidiaries of the sponsor (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, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations).
The list of investors to participate in the strategic placement is as follows:
No. Name institution type restricted period of allocated shares
Fucheng Haifutong Shipu testing No. 1 employee, the issuer's senior management and
1. Core employees who participated in the gem strategic placement of collective assets participated in the strategic placement for 12 months
Special asset management plan
Row
2 Haitong innovation Securities Investment Co., Ltd. has been involved in the investment of the sponsor for 24 months
subsidiary
(III) participation scale
1. The number of employees of Fucheng Haifutong Shipu testing No. 1 participating in the gem strategic placement collective asset management plan (hereinafter referred to as "Shipu testing asset management plan") participating in the strategic placement shall not exceed 10% of the scale of this public offering, that is, 3 million shares, and the subscription scale shall not exceed 51.68 million yuan.
2. 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, the relevant subsidiaries of the sponsor of the issuing bank will, in accordance with the special provisions The implementation rules and other relevant provisions participate in the strategic placement of this issuance, and the follow-up investment institution is Haitong innovation Securities Investment Co., Ltd., a subsidiary of Haitong Securities Company Limited(600837) alternative investment. According to the implementation rules, Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as "Haitong venture capital") 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 shall 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 specific follow-up investment amount will be determined after the issue price is determined on January 17, 2022 (T-2).
The initial number of follow-up shares of Haitong venture capital is 5% of the number of this public offering, i.e. 1.5 million shares. Since the final subscription quantity of Haitong venture capital is related to the final issuance scale, the sponsor (lead underwriter) has the right to adjust the final subscription quantity of Haitong venture capital after determining the issuance price.
3. A total of 2 strategic investors participated in the strategic placement (if the relevant subsidiaries of the sponsor follow the investment, the number of strategic investors is 2), and the initial number of strategic placement is 4.5 million shares. In accordance with the requirements of the special provisions and the detailed rules for the implementation that the number of strategic investors in this offering shall not exceed 10, and the total number of shares allocated by strategic investors shall not exceed 20% of the number of shares in this public offering in principle. (IV) placement conditions and strategic placement callback arrangements
All investors participating in the strategic placement have signed the strategic placement agreement with the issuer. The strategic investors do not participate in the preliminary inquiry of the issuance (except for the securities investment funds not participating in the strategic placement managed by the securities investment fund manager), and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter).
The announcement on initial public offering and listing on gem of Shipu Testing Technology (Shanghai) Co., Ltd. published on January 11, 2022 (T-6) will disclose the strategic placement method, the upper limit of the number of strategic placement shares, the selection criteria of strategic investors, etc. On January 13, 2022 (T-4), the strategic investor will pay the subscription capital and the corresponding new share placement brokerage commission to the lead underwriter in full (except for the relevant subsidiaries of the sponsor participating in the follow-up investment). After determining the issue price, the lead underwriter shall determine the final placement amount and placement quantity of each investor according to the pricing of this issue, and notify the strategic placement investor. If the amount allocated to the strategic placement investor is lower than its pre paid amount, the lead underwriter will return the difference in time. The announcement on the initial public offering of shares and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. announced on January 18, 2022 (t-1) will disclose the names of strategic investors, the number of shares promised to subscribe and the arrangement of the sales restriction period. On January 21, 2022 (T + 2), the results of initial public offering and offline preliminary placement of Shipu Testing Technology (Shanghai) Co., Ltd. listed on the gem will disclose the names of strategic investors, the number of shares and the arrangement of the restriction period. (V) sales restriction period
The strategic placement of this issuance is participated by the senior management and core employees of the issuer. The special asset management plan established by this strategic placement is that the No. 1 employee of Fucheng Haifutong Shipu testing participates in the collective asset management plan of the strategic placement on the gem, and the restricted sales period of the allocated shares is 12 months; Follow up investment of relevant subsidiaries of the sponsor (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, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations) for Haitong venture capital, The restricted sale period of the allocated shares is 24 months, and the restricted sale period starts from the date when the shares of this public offering 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.
2、 Subject qualification of participants in this strategic placement
1. Shipu testing information management plan
(1) Basic information
According to the asset management contract of Sipu asset management plan (hereinafter referred to as "asset management contract") and the Filing Certificate of asset management plan, and through the website of China Securities Investment Fund Association (www.amac. Org. CN.) Through inquiry, the basic information of the asset management plan of Shipu testing is as follows:
Fucheng Haifutong Shipu Test No. 1 employee participated in the gem strategic placement of collective assets product name
management plan
Product Code: stf793
Name of manager: Shanghai Fucheng Haifutong Asset Management Co., Ltd
Custodian name Haitong Securities Company Limited(600837)
Filing date: December 22, 2021
Date of establishment: December 20, 2021
The fund-raising scale is 51.68 million yuan
Actual controlling entity: Shanghai Fucheng Haifutong Asset Management Co., Ltd
A total of 17 people participated in the real estate testing asset management plan. The names, positions, whether they are directors, supervisors and senior managers of the issuer, payment amount, subscription proportion, etc. of the participants are as follows:
Serial number name position is a special asset management plan for the payment amount of directors, supervisors and senior managers
Holding ratio of (10000 yuan)
1. Chairman Yang Jin and general manager 888 17.18%
2 deputy general manager Liu Liying is 570 11.03%
3 Ye Yan, deputy general manager and Secretary of the board of directors, 1069 20.68%
4 Fu Xiaoqing regional Deputy General Manager no 203 3.93%
5 Gu Jun, deputy technical manager no 162 3.13%
6 Zhang Zhihong regional Deputy General Manager no 147 2.84%
7 he Jincheng business manager no 163 3.15%
8 Hu Peilei's technical manager and chairman of the board of supervisors are 143 2.77%
9 long Yuhui business director no 100 1.93%
10 Wu Xinna business director no 306 5.92%
11 Peng Tinghui Quality Director no 408 7.89%
12 Liang Jiao regional principal and employee representative supervisor
