China International Capital Corporation Limited(601995)
About Beijing Kingsoft Office Software Inc(688111)
The verification report China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) on the inquiry and transfer of shares by shareholders to specific institutional investors is subject to Tianjin Qiwen one-dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen one-dimensional”), Tianjin Qiwen two-dimensional enterprise management consulting partnership (Limited partnership) (hereinafter referred to as “Qiwen two-dimensional”) Tianjin Qiwen 3D enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen 3D”), Tianjin Qiwen 4D enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen 4D”), Tianjin Qiwen 5D enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen 5D”) Tianjin Qiwen six dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen six dimensional”), Tianjin Qiwen seven dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen seven dimensional”), Tianjin Qiwen nine dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen nine dimensional”) Entrusted by Tianjin Qiwen Shiwei enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen Shiwei”) (hereinafter collectively referred to as the “Transferor”), Organize and implement the transferor to inquire and transfer the shares issued before the initial public offering of Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as ” Beijing Kingsoft Office Software Inc(688111) ” or “listed company”) held by the reduction to specific institutional investors (hereinafter referred to as “this inquiry transfer”).
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange’s science and innovation board and the implementation rules for shareholders of Shanghai Stock Exchange’s science and innovation board listed companies to reduce their shares by inquiry, transfer and placement to specific institutional investors (hereinafter referred to as the “implementation rules”), etc, China International Capital Corporation Limited(601995) carefully checked the implementation process of this inquiry transfer and the compliance between the transferor and the transferee, and issued this verification report. The details are as follows: I. overview of this inquiry transfer (I) the transferor of this inquiry transfer
No. name of shareholders participating in the transfer number of shares (shares) shareholding ratio
1 Qiwen 1D 2441550 0 0.53%
2 Qiwen 2D 1302550 0.28%
No. name of shareholders participating in the transfer number of shares (shares) shareholding ratio
3 Qiwen 3D 3119800 0.68%
4 Qiwen Siwei 9367798 2.03%
5 Qiwen 5wei 30115517 6.53%
6 Qiwen Liuwei 1196450 0.26%
7 Qiwen Qiwei 7002134 1.52%
8 Qiwen Jiuwei 2956550 0.64%
9 Qiwen Shiwei 1398702 0.30%
Note: as of the closing date of January 11, 2022, the number of shares held is consistent with the Beijing Kingsoft Office Software Inc(688111) shareholder inquiry transfer plan announced on January 12, 2022
After verification, The transferor of this inquiry transfer does not violate the provisions of Article 5 and Article 6 of the implementation rules: “Several Provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies” and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange ” Where the shares are not allowed to be reduced as stipulated, no inquiry transfer shall be made. ” “According to the relevant provisions of the listing rules, if the science and innovation company is within the disclosure period of the annual report but has not disclosed the annual report, the controlling shareholder and the actual controller shall not participate in the inquiry transfer.” And so on, At the same time, there is no provision in Article 11: “(I) whether the shareholders participating in the transfer violate the provisions on share reduction or the commitment on the shareholding period; (II) whether the shareholders participating in the transfer are under the circumstances specified in Articles 5 and 6 of these rules; (III) whether the shares to be transferred are subject to pledge, judicial freezing and other rights restrictions; (IV) Whether the shareholders involved in the transfer violate the relevant provisions on the management of state-owned assets; (V) other matters required to be verified by the exchange. ” And other prohibited situations. Qiwen one-dimensional, Qiwen two-dimensional, Qiwen three-dimensional, Qiwen four-dimensional, Qiwen five-dimensional, Qiwen six-dimensional, Qiwen seven-dimensional, Qiwen nine-dimensional and Qiwen ten-dimensional meet the conditions for participating in the inquiry and transfer of Beijing Kingsoft Office Software Inc(688111) shares. (II) transfer price of this inquiry
The lower price limit of this inquiry transfer is 233.00 yuan / share, which is not less than 70% of the average stock trading price of Beijing Kingsoft Office Software Inc(688111) 20 trading days before the date of sending the subscription invitation (the average stock trading price of 20 trading days before the date of sending the subscription invitation = the total stock trading volume of 20 trading days before the date of sending the subscription invitation / the total stock trading volume of 20 trading days on the date of sending the subscription invitation). For this inquiry transfer, the transferor and China International Capital Corporation Limited(601995) shall accept the market inquiry on the basis of the transfer base price determined in the above paragraph according to the implementation rules and other relevant provisions, and determine the transfer price of 235.03 yuan / share according to the application quotation of the transferee and in strict accordance with the transfer price determined in the invitation for subscription, the transferee and the number of allocated shares.
(III) quantity transferred in this inquiry
Name of shareholders participating in the transfer proportion of transferred shares in total share capital proportion of shares held proportion of transferred shares (shares) example source
Qiwen one-dimensional 215154 0.05% 8.81% pre IPO shares
Qiwen 2D 101226 0.02% 7.77% pre IPO shares
Qiwen 3D 328662 0.07% 10.53% pre IPO shares
Qiwen Siwei 801665 0.17% 8.56% pre IPO shares
Qiwen 5wei 2099768 0.46% 6.97% pre IPO shares
Qiwen Liuwei 83058 0.02% 6.94% pre IPO shares
Qiwen Qiwei 523740 0.11% 7.48% pre IPO shares
Qiwen Jiuwei 289114 0.06% 9.78% pre IPO shares
Qiwen Shiwei 167613 0.04% 11.98% pre IPO shares
(IV) this inquiry is transferred to the transferee
According to the subscription quotation of investors and in strict accordance with the transfer price determined in the invitation for subscription and the procedures and rules of the transferee and the number of allocated shares, it is determined that the transfer price is 235.03 yuan / share, the number of transferred shares is 4610000 shares, and the subscription principal charged to the transferee is 1083488300.00 yuan (excluding the handling fee and transfer fee involved in the transfer of shares).
The transferee is finally determined as 13, all of which are in the list of 302 specific objects sending subscription invitation documents. The transfer results are as follows:
Serial number transferee name number of transferred shares (shares) subscription principal (yuan) lock-in period
1 Morgan Stanley International shares have 562000 132086860.00 for 6 months
Limited company
2 Taiping Fund Management Co., Ltd. 40000 9401200.00 6 months
3 Galaxy Futures Co., Ltd. 60000 14101800.00 6 months
4 J.P. Morgan Securities 1000000 235030000.00 6 months
PLC
5 ubsag 593000 139372790.00 6 months
6 Yongan Guofu Asset Management Co., Ltd. 1040000 244431200.00 6 months
company
Yong’an Futures – ICBC quantitative
7 Guofu phase 1 collective asset management 156000 36664680.00 6 months
plan
8 Huatai Securities Co.Ltd(601688) 40000 9401200.00 6 months
Serial number transferee name number of transferred shares (shares) subscription principal (yuan) lock-in period
9 Barclays 400000 94012000.00 6 months
10 Nord Fund Management Co., Ltd. 188000 44185640.00 6 months
11 Guotai Junan Securities Co.Ltd(601211) Securities Co., Ltd. 330000 77559900.00 6 months
company
12 Credit Suisse (Hong Kong) Limited 45000 10576350.00 6 months
company
13 Huaxia Fund Management Co., Ltd. 156000 36664680.00 6 months
Total 4610000 1083488300.00
According to the verification data provided by the transferee, the verification results are as follows:
The transferee is a professional institutional investor with corresponding pricing ability and risk tolerance, In accordance with Article 7 of the implementation rules, “the transferee of inquiry transfer shall be institutional investors with corresponding pricing ability and risk tolerance. Institutional investors who meet the conditions for offline investors in the initial public offering of shares on the science and innovation board in the implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange or other institutional investors stipulated by the exchange (including the products under its management) can participate in the inquiry and subscription of inquiry transfer. In addition to the institutional investors specified in the preceding paragraph, other private fund managers who have completed the registration with the China Securities Investment Fund Industry Association (and the products managed by them to participate in the inquiry and transfer have been filed with the China Securities Investment Fund Industry Association) can participate in the inquiry and subscription of inquiry and transfer. The shareholders participating in the transfer may negotiate with the securities company and agree on “other conditions that the transferee shall meet” in the subscription invitation.
The transferee and the transferee’s ultimate subscriber (Ultimate equity owner or beneficiary) do not make a commitment to the minimum guarantee income or disguised minimum guarantee income to the transferee and its ultimate subscriber (Ultimate equity owner or beneficiary); There is no case that the transferor provides financial assistance or compensation to it and its final subscriber (Ultimate equity owner or beneficiary) directly or through stakeholders.
The transferee meets the appropriateness matching requirements specified in the measures for the administration of the appropriateness of securities and futures investors and the implementation guidelines for the administration of the appropriateness of securities operating institutional investors (for Trial Implementation).
Transferee: Taiping Fund Management Co., Ltd., Galaxy Futures Co., Ltd., Yong’an Guofu Asset Management Co., Ltd., Yong’an futures ICBC quantitative Yong’an Guofu phase 1 collective asset management plan Nord Fund Management Co., Ltd. or its managed products belong to the private investment funds specified in the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and the filing materials of private investment funds have been provided.
The transferee and the products under its management do not have the following circumstances:
(1) Transferor or China International Capital Corporation Limited(601995) , or with transferor or CICC
