Minsheng Securities Co., Ltd
About Chengdu kunhengshunwei Technology Co., Ltd
Special verification opinions on the strategic placement of initial public offering and listing on the science and innovation board Shanghai Stock Exchange:
According to the measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (SZF [2021] No. 76) (hereinafter referred to as the "implementation measures") and the guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange Kechuang board No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines"), The China Securities Association (hereinafter referred to as the "Securities Association") promulgated the relevant provisions such as the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) (hereinafter referred to as the "code for underwriting"), Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities", "sponsor (lead underwriter)") is the sponsor (lead underwriter) of Chengdu kunhengshunwei Technology Co., Ltd. (hereinafter referred to as "kunhengshunwei", "issuer" or "company") applying for initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "this offering"), According to the requirements of laws and regulations, kunhengshunwei has checked the introduction of strategic investors in this issuance.
The specific conditions and special verification opinions of the recommendation institution (lead underwriter) are as follows:
1、 Basic information of strategic placement
There are two strategic placing objects involved in this offering, It is composed of Minsheng Securities Investment Co., Ltd. (hereinafter referred to as "Minsheng investment"), the relevant subsidiary of the sponsor, and the "Minsheng securities kunhengshunwei strategic placement No. 1 collective asset management plan" (hereinafter referred to as "kunhengshunwei staff salary management plan") established by the issuer's senior managers and core employees participating in this strategic placement, There are no other strategic investor arrangements. There are no more than 10 strategic investors involved in this offering, which complies with the relevant provisions of Article 6 of the underwriting guidelines. (I) number of strategic placements
The number of shares to be issued to the public this time is 21 million, accounting for 25.00% of the total share capital of the company after issuance. All of them are new shares to be issued to the public, and the shareholders of the company will not offer shares to the public. 20% of the initial number of operations in this issuance is in line with the provisions of paragraph 2 of Article 17 of the implementation measures. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.
Minsheng investment, the relevant subsidiary of the sponsor, is expected to follow up with the investment ratio of 5.00% of the number of this public offering, that is, 1.05 million shares, but not more than 40 million yuan. If the scale of this issuance exceeds 1 billion yuan, the proportion and amount of participating in the strategic placement will be automatically adjusted according to the requirements of relevant regulations. The specific proportion and amount will be determined after the issuance price is determined on T-2. The proportion and amount of Minsheng investment follow-up investment comply with the relevant provisions of Article 18 of the underwriting guidelines.
The senior managers and core employees of the issuer participated in the salary management plan of kunhengshun maintenance staff established by the strategic placement. The proposed subscription scale shall not exceed 10.00% of the number of public development banks, i.e. 2.1 million shares, and the subscription scale shall not exceed 54.26 million yuan (including new share placement brokerage commission). The specific proportion and amount will be determined after the issuance price is determined on T-2. The proposed subscription proportion and amount of kunchangshun maintenance staff salary management plan comply with the relevant provisions of Article 20 of the implementation measures.
(II) strategic placement object
The objects participating in the strategic placement of this issuance are Minsheng investment and pinkun Hengshun salary management plan.
1. Livelihood investment
(1) Basic information
Enterprise name: Minsheng Securities Investment Co., Ltd. unified social code: 91110000069614203b
/Registration number
Type: Feng Henian, legal representative of limited liability company
Registered capital: 400 million yuan establishment date: May 21, 2013
Address: block 6701-01a, block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen
The business term is from May 21, 2013 to long-term
Business scope project investment and investment management
Shareholder Minsheng Securities Co., Ltd
Key personnel: Feng Henian (Chairman)
(2) Controlling shareholder and actual controller
After verification, Minsheng Securities Co., Ltd. holds 100% equity of Minsheng investment and is the controlling shareholder of Minsheng investment. People's livelihood investment has no actual controller 1.
(3) Strategic placement qualification
Minsheng investment is an alternative investment subsidiary of the sponsor of the issuer, which has the qualification of strategic placement and complies with the relevant provisions on follow-up investment of relevant subsidiaries of the sponsor in Chapter III of the underwriting guidelines.
(4) Association relationship
After verification, Minsheng Securities Co., Ltd., as the sponsor (lead underwriter) of this issuance, holds 100% equity of Minsheng investment, which is its wholly-owned subsidiary.
After verification, as of the issuance date of this special report, Minsheng investment has no relationship with the issuer.
(5) Sources of subscription funds participating in strategic placement
According to the written commitment of Minsheng investment, it participates in the subscription with its own funds. After verification of the audit report of Minsheng investment in the latest fiscal year and the latest financial report, the working capital of Minsheng investment is sufficient to cover the subscription capital of the strategic placement agreement signed between Minsheng investment and the issuer.
2. Kunhengshun maintenance staff salary management plan
(1) Basic information
Specific name: Minsheng securities kunhengshunwei strategic placement No. 1 collective asset management plan
Date of establishment: January 7, 2022
Scale of raised funds: RMB 54.26 million
Manager: Minsheng Securities Co., Ltd
Custodian: Citic Securities Company Limited(600030)
Actual dominant entity: Minsheng Securities Co., Ltd., senior management of non issuer
(2) Deliberations of the board of directors
On January 9, 2022, Kun hengshunwei held the 19th meeting of the second board of directors, which deliberated and approved 1. The former controlling shareholder Oceanwide Holdings Co.Ltd(000046) (000046. SZ) of Minsheng securities announced that the proportion of equity held by Minsheng securities decreased to 31.03% in August 2021 and was no longer included in the scope of consolidated statements.
The proposal that some senior executives and core employees set up special asset management plans to participate in the company's initial public offering of RMB common shares (A shares) and the strategic placement plan for listing on the science and Innovation Board was adopted, It is agreed that some senior managers and core employees of kunhengshunwei shall establish a special asset management plan to participate in the strategic placement of shares issued this time, and determine the specific personnel and holding shares of senior managers and core employees participating in the salary management plan of kunhengshunwei.
(3) Establishment
Kunhengshun maintenance staff salary management plan has completed the filing of China securities investment fund industry association according to law on January 11, 2022, and obtained the Filing Certificate with product code str101.
(4) Actual dominant subject
The actual dominant body of kunhengshun asset management plan is Minsheng Securities Co., Ltd. According to the asset management contract, the main rights enjoyed by the manager include: 1. Independently manage and use the assets of the asset management plan in accordance with the asset management contract; 2. Timely and fully obtain the manager's management expenses and performance remuneration (if any) in accordance with the asset management contract; 3. Exercise the rights arising from the property investment of the asset management plan in accordance with the relevant provisions and the asset management contract; 4. Supervise the custodian in accordance with the asset management contract and other relevant provisions. If the custodian violates the asset management contract or relevant laws and regulations and causes major losses to the assets of the asset management plan and the interests of other parties, it shall take timely measures to stop it and report to the relevant dispatched offices of the CSRC and the China Securities Investment Fund Association; 5. Provide or entrust service institutions recognized by the CSRC and the China Securities Investment Fund Association to provide services such as raising, share registration, valuation and accounting, information technology system, etc. for the asset management plan, and conduct necessary supervision and inspection on their behavior; 6. Exercise ownership registration and other rights generated in the process of investment on behalf of the asset management plan in the name of the manager; 7. To sell the plan by itself or entrust an organization with fund sales qualification to sell the plan, the business rules related to the sales of the plan can be formulated and adjusted, and the sales behavior of the sales organization shall be subject to necessary supervision; 8. Other rights stipulated by laws and regulations, China Securities Regulatory Commission, China Securities Investment Fund Association and asset management contract.
Therefore, the management of kunhengshun asset management plan. Rensheng Securities Co., Ltd. can independently decide the investment of the asset management plan within the agreed scope, the management and internal operation of the invested projects, and is the actual dominant subject of kunhengshun asset management plan.
(5) Strategic placement qualification
According to the information and confirmation provided by the issuer, and after verification, the salary management plan of kunhengshun maintenance personnel is established for the purpose of this strategic placement, complies with the provisions of Article 8 (V) of the underwriting guidelines, and has completed the filing procedures in accordance with the requirements of applicable laws and regulations; The share holders of kunhengshun maintenance personnel salary management plan are the senior managers or core employees of the issuer. Kunhengshun maintenance personnel salary management plan belongs to the "special asset management plan established by the issuer's senior managers and core employees participating in this strategic placement".
(6) Sources of subscription funds participating in strategic placement
Kunhengshun maintenance staff salary management plan is a special asset management plan. According to the written commitment of the participants, the subscription funds of the participants are their own funds.
(7) Name, position and subscription amount of participants
The name, position and subscription amount of the participants in kunhengshun maintenance personnel salary management plan are as follows:
Upper limit of sequential subscription amount Asset Management Plan No. name position employee category (10000 yuan) upper limit of holding proportion (%)
1 Zhang Jilin, general manager and senior management 200.00 3.69%
2 Huang Yonggang, deputy general manager and senior management 100.00 1.84%
3 li Wenjun, deputy general manager and senior management 100.00 1.84%
4 Zhao Yan, Secretary of the board of directors and senior management 300.00 5.53%
5 moulan financial director and senior management 150.00 2.76%
6 Wang Chuan R & D Center Manager core staff 310.00 5.71%
7 Yang Zhen R & D center engineer core staff 355.00 6.54%
8 Xu senjin technical support engineer core staff 350.00 6.45%
9 Tan Xiangbing, manager of Commerce Department, core staff 330.00 6.08%
10 Shi Yong industry director core staff 250.00 4.61%
11 Zhao Chuguang sales manager core staff 250.00 4.61%
More than 12 core employees of Rongcheng sales manager 200.00 3.69%
13 Chen Qian, marketing director, core staff 200.00 3.69%
14 Dou Shaobin production department manager core staff 200.00 3.69%
15 core staff of engineers in Shipu R & D center 200.00 3.69%
16 Zhang Jie R & D center engineer core staff 180.00 3.32%
17. Core staff of engineers in Feixin R & D center 160.00 2.95%
18 engineers and core employees of crossbow R & D center 160.00 2.95%
19 Chen Shipu R & D center RF team leader core staff 155.00 2.86%
20 Chen Kaiguo R & D center hardware team leader core staff 155.00 2.86%
21 Ye Yuntao R & D center engineer core staff 145.00 2.67%
22 Hou Wenbin R & D center engineer core staff 130.00 2.40%
23 Jia Dongxu R & D center engineer core staff 126.00 2.32%
24 engineers and core employees of Lei Xiaojing R & D Center
