China International Capital Corporation Limited(601995) on the initial public offering of shares and listing on the science and Innovation Board of Suzhou Dongwei Semiconductor Co., Ltd
Special verification report of strategic investors
Sponsor (lead underwriter)
China International Capital Corporation Limited(601995)
Address: 27th floor and 28th floor, building 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
January 2002
Suzhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as "Dongwei semiconductor", "issuer" or "company") applied for initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the science and innovation board through the Shanghai Stock Exchange (hereinafter referred to as "your exchange" and "Shanghai Stock Exchange") on November 4, 2021 It was deliberated and approved by the members of the stock listing committee of the science and innovation board and obtained the registration consent of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2021] No. 4040 on December 21, 2021.
The issuance is planned to be carried out by means of directional placement to strategic investors (hereinafter referred to as "strategic placement"), offline inquiry placement to qualified investors and online pricing issuance to qualified social public investors. China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor (lead underwriter)") serves as the sponsor (lead underwriter) of this offering. The lead underwriter shall issue special verification opinions on whether the qualifications of potential investors (hereinafter referred to as "potential strategic investors") to participate in the strategic placement meet the requirements of laws and regulations.
In order to issue this verification opinion, the lead underwriter has obtained the following guarantee from potential strategic investors: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, valid and legal. The lead underwriter has been 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 securities issuance and underwriting (CSRC order [No. 144]), the opinions on the implementation of establishing a science and innovation board and pilot registration system in Shanghai Stock Exchange (CSRC announcement [2019] No. 2) Measures for the administration of registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) (CSRC order [No. 174]) (hereinafter referred to as the "Registration Measures") The implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (SZF [2021] No. 76) (hereinafter referred to as the "implementation measures") promulgated by Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") The guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines"), the code for underwriting initial public offering of shares under the registration system (zxjf [2021] No. 213) (hereinafter referred to as the "underwriting specifications") issued by the China Securities Association Detailed rules for the administration of offline investors in initial public offering (revised in 2018) (zzxf [2018] No. 142) Relevant laws and regulations such as the detailed rules for the administration of offline investors in the initial public offering of shares on the Kechuang board (zsxf [2019] No. 149) (hereinafter referred to as the "detailed rules for the administration of offline investors on the Kechuang board") and the relevant requirements of the business rules of Shanghai Stock Exchange (hereinafter referred to as the "relevant applicable rules") have verified the matters related to strategic investors, Beijing Haiwen law firm was entrusted to verify matters related to the placement of strategic investors.
Based on the relevant materials provided by the issuer and potential strategic investors, and according to the verification opinions issued by Beijing Haiwen law firm and the relevant verification results of the lead underwriter, the verification opinions of the lead underwriter on this strategic placement are described as follows.
1、 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 that comply with Article 8 of the underwriting guidelines:
(1) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business 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 shares and closed operation;
(4) Relevant subsidiaries of the sponsor participating in the follow-up investment;
(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 and regulations and business rules.
The issuer and the lead underwriter determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:
No. Name institution type restricted period of allocated shares
CICC wealth Securities Co., Ltd. (related subsidiaries of the following sponsors participating in follow-up investment)
1 referred to as "CICC fortune" or "the sponsor and the company invest in a subsidiary within 24 months")
The staff of Zhongjin Fengzhong No. 40 participated in the science and Innovation Board war, and the issuer's senior management and nuclear
2. The special asset management plan established by the strategic placement collective asset management plan (the following Jianxin employees have participated in the strategic placement for 12 months, known as "Zhongjin Fengzhong No. 40 asset management plan")
Note: the restricted period is calculated from the listing date of the shares issued this time
The above two strategic investors are collectively referred to as "strategic placement investors of this issuance".
See Part II of this verification report for the compliance of strategic placement investors in this issuance.
Article 6 of the underwriting guidelines stipulates that if the number of initial public offerings is more than 400 million shares, there should be no more than 30 strategic investors; For more than 100 million shares and less than 400 million shares, there shall be no more than 20 strategic investors; For less than 100 million shares, there shall be no more than 10 strategic investors. The placement of this offering to two strategic investors complies with the provisions of Article 6 of the underwriting guidelines. (II) number of shares and participation scale of strategic placement
The initial public offering of 16844092 shares accounted for 25.00% of the total number of shares issued by the company, all of which were new shares issued to the public, and the shareholders of the company did not offer shares to the public.
A total of 2 strategic investors participated in the strategic placement, and the initial number of shares issued by the strategic placement was 2526613 (the upper limit of the number of shares subscribed by the strategic placement investors in this issuance), accounting for 15% of the initial number of shares issued and about 15% of the total number of shares issued, which is in line with the provisions of Article 17 of the implementation measures. The difference between the final strategic placement quantity and the initial strategic placement quantity will be reversed according to the principles specified in the callback mechanism.
CICC wealth is a wholly-owned subsidiary of the sponsor (lead underwriter) China International Capital Corporation Limited(601995) . According to the requirements of the underwriting guidelines, the proportion and amount of follow-up investment will be determined according to the scale of the issuer's public offering of shares:
a) If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
b) 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;
c) 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;
d) 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 20, 2022 (T-2).
The initial number of shares invested by the relevant subsidiaries of the sponsor shall not exceed 5.00% of the initial public offering shares, i.e. 842204 shares. Since the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price.
The number of strategic placements involved in Zhongjin Fengzhong No. 40 asset management plan shall not exceed 10.00% of the scale of this public offering; Meanwhile, the total investment scale including the brokerage commission for the placement of new shares shall not exceed 189.58 million yuan (including the brokerage commission for the placement of new shares and relevant taxes). 2、 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, underwriting guidelines and other relevant provisions. The specific standards are as follows:
(1) CICC wealth Securities Co., Ltd. (related subsidiaries of the sponsor participating in follow-up investment);
(2) Employees at No. 1, fortune an road, CICC participated in the collective asset management plan for the strategic placement of the science and Innovation Board (the senior management and core employees of the issuer participated in the special asset management plan established for the strategic placement). (II) subject qualification of participants in this strategic placement 1. CICC wealth Securities Co., Ltd. (follow-up investment of relevant subsidiaries of the sponsor)
(1) Basic information
Enterprise name: CICC wealth Securities Co., Ltd. unified social code / 91440300779891627f
Registration number
Type: Gao Tao, legal representative of limited liability company
Registered capital: 800 million yuan date of establishment: September 28, 2005
Address: unit 01.02.03.05.11.12.13.15.16.18.19.20.21.22.23, floor 18-21 and floor 04, building a, Rongchao business center, the junction of Yitian road and Fuzhong Road, Futian District, Shenzhen
The business term is from September 28, 2005 to no fixed term
Securities brokerage; Securities investment consulting; Financial advisers related to securities trading and securities investment activities; Underwriting and recommendation of securities; Self operated securities; Securities asset management; Selling securities investment funds on a commission basis; Providing intermediary services for futures companies; Margin trading; Sell financial products on a commission basis.
100% shareholding of shareholders China International Capital Corporation Limited(601995)
Key personnel Chairman: Gao Tao
After verification, CICC wealth is a limited liability company established according to law, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
(2) Association relationship
Upon verification, CICC fortune is a wholly-owned subsidiary of China International Capital Corporation Limited(601995) . In addition to the above, there is no other related relationship between CICC wealth and the issuer.
(3) Strategic placement qualification
According to the confirmation and verification of CICC wealth, CICC wealth is a wholly-owned subsidiary of the recommendation institution (lead underwriter) China International Capital Corporation Limited(601995) . It is a "relevant subsidiary of the recommendation institution participating in follow-up investment", has the qualification to participate in the strategic placement of the issuer's initial public offering, and complies with the relevant provisions on "follow-up investment of relevant subsidiaries of the recommendation institution" in Chapter III of the underwriting guidelines.
According to the commitment letter issued by CICC Wealth: 1) it has the corresponding legal qualification of securities investment subject, has performed the internal and external approval procedures for participating in this strategic placement in accordance with the law, and its participation in this strategic placement is in line with its investment scope and investment field. There are no laws, administrative regulations, China Securities Regulatory Commission The normative documents issued by Shanghai Stock Exchange and China Securities Association or their articles of association prohibit or restrict participation in this strategic placement; 2) It is the actual holder of the strategic placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement; 3) It has good market reputation and influence, strong capital strength, recognizes the long-term investment value of the issuer, and will subscribe for the promised number / amount of shares of the issuer according to the finally determined issue price.
(4) Sources of subscription funds participating in strategic placement
According to the commitment letter issued by CICC wealth, the capital source for its subscription of the strategic placement shares is its own funds, which is in line with the investment direction of the funds. According to the verification of the consolidated financial statements of CICC wealth as of June 2021, the monetary capital of CICC wealth is sufficient to cover the committed subscription amount agreed in the subscription agreement signed between CICC wealth and the issuer.
(5) Relevant commitments
According to the commitment letter issued by CICC wealth, CICC wealth 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 of the issuer during the restricted sale period of the allocated shares. 2. Zhongjin Fengzhong No. 40 asset management plan (hereinafter referred to as "special asset management plan")
(1) Basic information
According to the asset management contract and Filing Certificate of Zhongjin Fengzhong No. 40 asset management plan, and through the website of China Securities Investment Fund Association (www.amac. Org. CN.) Through inquiry, the basic information of Zhongjin Fengzhong No. 40 asset management plan is as follows:
Product Name: employee No. 40 of Zhongjin Fengzhong participates in the collective asset management plan for strategic placement of science and Innovation Board
Product code stp872
Manager name China International Capital Corporation Limited(601995)
Name of custodian: Guangfa Bank Co., Ltd
Filing date: December 30, 2021
Date of establishment: December 29, 2021
Maturity date: December 29, 2031
Investment type equity type
(2) Set
