AVIC (Chengdu) Unmanned Aerial Vehicle Systems Co., Ltd. (hereinafter referred to as “China UAV” or the “Issuer”) plans to make an initial public offering of shares and list it on the Science and Technology Innovation Board (hereinafter referred to as the “Issuance”).China Securities Co., Ltd. (hereinafter referred to as “China Securities”) and AVIC Securities Co., Ltd. (hereinafter referred to as “AVIC Securities”) are the joint sponsors for the issuance of China UAV (China Securities and AVIC Securities). Collectively referred to as “joint sponsors” or “joint sponsors (joint lead underwriters)”, in accordance with the Implementation Measures for the Issuance and Underwriting of Stocks on the Sci-tech Innovation Board of the Shanghai Stock Exchange (SSE Issued[2021]No. 76) (hereinafter referred to as the “Implementation Measures”), “Guidelines for the Application of the Issuance and Underwriting Rules on the Sci-tech Innovation Board of the Shanghai Stock Exchange No. 1 – Initial Public Offering of Shares” (SSE Issued[2021]No. 77) (hereinafter referred to as the “Guidelines for Underwriting”) and “Regulations on the Underwriting of Initial Public Offerings under the Registration System” (China Securities Association Development)[2021]213), to verify the strategic investors in the issuance of China UAV, and issue the following special verification report.
The proposed public offering of 135,000,000 shares, accounting for 20.00% of the total share capital after the issuance. The number of initial strategic placements is 13,500,000 shares, accounting for 10.00% of this issue. The difference between the final strategic allotment quantity and the initial strategic allotment quantity will be written back according to the principles stipulated by the write-back mechanism.
In this offering, after considering the qualifications of investors and market conditions, the selection of strategic placement investors is determined to be China Securities Investment Co., Ltd. (hereinafter referred to as “China Securities Investment”) and Hangzheng Science and Technology Investment Co., Ltd. (hereinafter referred to as “Hangzheng Science and Technology“).
According to the “Guidelines for Underwriting”, China Securities Investment will subscribe to the issuer’s shares in this public offering at the issue price, and the initial follow-up investment ratio will be 5.00% of the number of shares in this public offering, or 6.75 million shares; The shares of the issuer in this public offering are subscribed at the issue price, and the initial follow-up ratio is 5.00% of the number of shares in this public offering, or 6.75 million shares. The specific proportion is determined according to the scale of the issuer’s public offering:
(1) If the issuance size is less than 1 billion yuan, the proportion of co-investment is 5%, but not more than 40 million yuan;
(2) If the issuance scale is more than 1 billion yuan but less than 2 billion yuan, the co-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 co-investment ratio is 3%, but not more than 100 million yuan;
(4) If the issuance scale is more than 5 billion yuan, the co-investment ratio is 2%, but not more than 1 billion yuan.
Since the final actual subscription quantity of CITIC Construction Investment and Hangzheng Science and Technology Innovation is related to the final actual issuance scale, the joint sponsor (co-lead underwriter) will adjust the final actual subscription quantity of this strategic placement investor after determining the issuance price. The specific follow-up investment ratio and amount will be clarified after the issuance price is determined on June 13, 2022 (T-2).
A total of 2 investors participated in this strategic placement this time, and the initial strategic placement issue amount was 13.500 million shares, which is in line with the “Implementation Measures” and “Underwriting Guidelines” that should not exceed 20 strategic investors and strategic investors The total amount of shares to be placed shall not exceed 30% of the number of shares in this public offering.
Investors participating in this strategic placement have signed the Strategic Investor Placement Agreement with the issuer respectively. The issue price subscribes to the number of shares it has committed to subscribe.
On June 7, 2022 (T-6), the “Announcement of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd.’s Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board and Preliminary Inquiry Announcement” (hereinafter referred to as “the “Issuance”) Arrangements and Preliminary Inquiry Announcement”) will disclose the method of strategic placement, the upper limit of the number of shares for strategic placement, and the selection criteria for strategic investors.
On June 10, 2022 (T-3), the strategic investor will prepay the subscription funds to the joint sponsor (joint lead underwriter). After determining the issue price, the joint sponsor (joint lead underwriter) will determine the final allocation amount and quantity of the strategic allotment investors based on the pricing of the issue, and notify the strategic allotment investors. The investor should make up the difference to the joint sponsor (joint lead underwriter) within one working day after receiving the notice; if the allotment amount received by the strategic placement investor is lower than the amount paid in advance, the joint sponsor (joint lead underwriter) The lead underwriter) will promptly refund the difference.
The difference between the final strategic allotment quantity and the initial strategic allotment quantity shall first be repatriated to offline issuance.
If the above reversal occurs, the “Announcement on the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board of AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd.” announced on June 14, 2022 (T-1) (hereinafter referred to as “” The number of offline issuances disclosed in the “Issuance Announcement”) will increase accordingly compared with the initial offline issuance, and the “Issuance Announcement” will disclose the names of strategic investors, the number of shares committed to subscribe, and the arrangement of the lock-up period. On June 17, 2022 (T+2), the “Announcement on the Initial Public Offering of Shares of AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd. and Listing on the Science and Technology Innovation Board Offline Preliminary Allotment Results and Online Lottery Results Announcement” will disclose the final The name of the allocated strategic investor, the number of shares and the lock-up period arrangement, etc.
(5) Limitation period
CITIC Jiantou Investment and Hangzheng Science and Technology Co., Ltd. promised to obtain the restricted period of shares in this allotment for 24 months from the date of the issuer’s initial public offering of shares and listing.
After the expiration of the lock-up period, the reduction of the allotted shares by the strategic investors shall be governed by the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shareholdings.
2. Basic Information of Strategic Investors
(1) CITIC Construction Investment Investment
1. Basic information
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CITIC Construction Investment is a legally established limited liability company, which is not subject to termination according to relevant laws and regulations and the company’s articles of association. Its operating funds are all its own funds, and there is no non-public way to raise funds from investors There is no situation where the assets are managed by the fund manager, nor does it act as any private fund manager. Therefore, CITIC Construction Investment is not a private investment fund regulated by 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 of Private Investment Fund Managers and Fund Filing (for Trial Implementation). Private equity managers are not required to perform registration and filing procedures in accordance with relevant regulations.
2. Shareholding structure
As of the signing date of this report, the equity structure of CSC Investment is as follows:
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Beijing Financial Holdings Group Co., Ltd., the largest shareholder of China Securities, holds 34.61% of the shares, and Central Huijin Investment Co., Ltd., the second largest shareholder, holds 30.76% of the shares. Because the top two shareholders cannot decide the appointment of more than half of the board members, they cannot Controlling the board of directors also cannot control more than half of the voting rights at the general meeting of shareholders. Therefore, there is no controlling shareholder and actual controller in CSC Securities, nor does CSC Investment have an actual controller.
3. Qualification for strategic placement
As an alternative investment subsidiary legally established by the joint sponsor, China Securities, China Securities Investment is qualified to participate in the issuer’s initial public offering strategic placement, which complies with the provisions of Article 8(4) of the Underwriting Guidelines.
4. Relationship with issuers and joint sponsors (joint lead underwriters)
As of the signing date of this report, China Securities Investment is an alternative investment subsidiary of the joint sponsor (co-lead underwriter) China Securities, and has an associated relationship with China Securities. In addition, CSC Investment has no associated relationship with the issuer and AVIC Securities.
5. Sources of funds to participate in the subscription
According to the investment commitment of CITIC Construction Investment, it uses its own funds to subscribe for the issuer’s shares, and does not use non-own funds to subscribe for the issuer’s shares, or accept the entrustment of other investors or entrust other investors to participate in this strategic placement. After checking the audit report of China Securities Investment in the last year, the working capital of China Securities Investment is sufficient to cover the subscription funds of the strategic placement agreement signed with the issuer.
6. Other commitments related to this offering
CITIC Construction Investment has made the following commitments to participate in this strategic placement: 1. The holding period of the shares obtained by the company in this placement is 24 months from the date of the issuer’s initial public offering and listing; 2. The company and the There is no act of conveying illegitimate interests among the issuer, the joint sponsor (joint lead underwriter) or other interested parties; 3. The company does not use the shareholder status obtained by the allotment of shares to affect the issuer’s normal production and operation, and shall not Seek control of the issuer during the restricted period of the allotted shares.
(2) Aviation certificate science and technology innovation
1. Basic information
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Hangzheng Kechuang is a legally established limited liability company, and there is no situation that it must be terminated according to relevant laws and regulations and the company’s articles of association. Its operating funds are all its own funds, and there is no non-public way to raise funds from investors. There is no situation where the assets are managed by the fund manager, nor does it act as any private fund manager. Therefore, Hangzheng Kechuang is not a private investment fund regulated in accordance with the “Securities Investment Fund Law of the People’s Republic of China”, “Interim Measures for the Supervision and Administration of Private Investment Funds” and “Regulations for Private Investment Fund Manager Registration and Fund Filing (Trial)”. Private equity managers are not required to perform registration and filing procedures in accordance with relevant regulations.
2. Shareholding structure
As of the signing date of this report, the shareholding structure of Hangzheng Science and Technology is as follows:
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Hangzheng Science and Technology Co., Ltd. is a wholly-owned subsidiary established by the joint sponsor, AVIC Securities. AVIC Securities holds 100% of its shares and is the controlling shareholder of Airborne Technology.
Aviation Industry Corporation of China Co., Ltd. (hereinafter referred to as “AVIC”) indirectly controls 100% of the equity of AVIC Securities through its subsidiary, AVIC Industry and Finance Holdings Co., Ltd., and is the actual controller of AVIC Securities. The controller is Aviation Industry Group.
3. Qualification for strategic placement
As an alternative investment subsidiary legally established by the joint sponsor, AVIC Securities, Hangzheng Science and Technology Co., Ltd. is qualified to participate in the issuer’s initial public offering strategic placement, which complies with the provisions of Article 8 (4) of the “Guidelines for Underwriting”.
4. Relationship with issuers and joint sponsors (joint lead underwriters)
As of the signing date of this report, Hangzheng Science and Technology has contacted the alternative investment subsidiary of the joint sponsor (co-lead underwriter) AVIC Securities, and has an associated relationship with the joint sponsor (co-lead underwriter). Hangzheng Science and Technology directly holds 2.5% of the issuer’s shares and is a direct shareholder of the issuer; Aviation Industry Group directly and indirectly through Chengdu Aircraft Industry (Group) Co., Ltd., China Aviation Industry Corporation Chengdu Aircraft Design Institute, AVIC Technology Import and Export Co., Ltd., Beijing AVIC Phase I Aviation Industry Investment Fund (Limited Partnership) and Hangzheng Science and Technology jointly hold 66.73% of the issuer’s shares and are the actual controllers of the issuer. Therefore, Hangzheng Science and Technology Innovation and Issuing Rentong is controlled by the Aviation Industry Group, and there is an associated relationship between Hangzheng Science and Technology and the issuer.
5. Sources of funds to participate in the subscription
According to the commitment of Hangzheng Science and Technology, it uses its own funds to subscribe for the issuer’s shares, and does not use non-own funds to subscribe for the issuer’s shares, or accept the entrustment of other investors or entrust other investors to participate in this strategic placement. After checking the audit report of Hangzheng Science and Technology in the last year, Hangzheng Science and Technology‘s working capital is sufficient to cover the subscription funds of the strategic placement agreement signed with the issuer.
6. Other commitments related to this offering
Hangzheng Science and Technology has made the following commitments to participate in this strategic placement: 1. The company’s stock holding period for this placement is 24 months from the date of the issuer’s initial public offering and listing; 2. The company and There is no act of conveying illegitimate interests between the issuer, the joint sponsor (joint lead underwriter) or other interested parties; 3. The company does not use the shareholder status obtained by the allotment of shares to affect the issuer’s normal production and operation, and shall not Seek control of the issuer during the restricted period of the allotted shares.
3. Selection criteria for strategic investors and verification of placement qualifications
According to Article 8 of the “Guidelines for Underwriting”, the investors who can participate in the issuer’s strategic placement mainly include: (1) large enterprises or their subordinate enterprises that have a strategic partnership or long-term cooperation vision with the issuer’s business operations; (2) have long-term Large insurance companies or their subordinate enterprises, large state-level investment funds or their subordinate enterprises that are willing to invest; (3) Securities investment funds established by public offering, whose main investment strategy includes investing in strategic stock placement, and which operate in a closed manner; ( 4) Relevant subsidiaries of sponsor institutions participating in the co-investment; (5) The issuer’s senior management and core employees participate in the special asset management plan established by this strategic placement; (6) Other strategic investments in compliance with laws, regulations and business rules By. According to paragraph (2) of Article 18 of the Implementation Measures, strategic investors participating in stock placement shall use their own funds, and shall not be entrusted or entrusted by others to participate, but securities investment funds established in accordance with the law and meeting specific investment purposes, etc. Except for the subject.
According to Article 6(1) of the “Guidelines for Underwriting”, if the number of initial public offerings exceeds 400 million shares, there should be no more than 30 strategic investors; if there are more than 100 million shares but less than 400 million shares, the strategic investors should not More than 20; for less than 100 million shares, there should be no more than 10 strategic investors. According to Article 7 of the “Guidelines for Underwriting”, investors participating in the issuer’s strategic allotment shall subscribe for the issuer’s shares as promised to subscribe at the final issue price. According to Article 18 of the “Guidelines for Underwriting”, the relevant subsidiaries of the sponsor institutions participating in the allotment shall undertake to subscribe for 2% to 5% of the shares of the issuer’s initial public offering at the stock issue price. According to paragraphs (2) and (3) of Article 17 of the “Implementation Measures”, if the number of shares in the initial public offering is more than 100 million shares, the total number of shares allocated by strategic investors in principle shall not exceed this public offering. 30% of the number of shares; if the number of shares in the initial public offering is less than 100 million shares, the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in this public offering.
After verification, a total of 2 investors participated in this strategic placement, and the target of the strategic placement was the related subsidiary of the joint sponsor that participated in the co-investment. The initial strategic placement issue amount is 13.500 million shares, accounting for 10.00% of the issuance amount; the above arrangement complies with the “Implementation Measures” and “Underwriting Guidelines” for this issue. The total number of shares shall not exceed the requirement of 30% of the number of shares in this public offering.
Investors participating in this strategic placement have signed the “Strategic Investor Placement Agreement” with the issuer respectively, and strategic investors will not participate in the preliminary inquiry of this offering (except for securities investment funds managed by securities investment fund managers that do not participate in strategic placement) , and promised to subscribe for the number of shares it promised to subscribe at the issue price determined by the issuer and the joint sponsor (co-lead underwriter). CITIC Jiantou Investment and Hangzheng Science and Technology Co., Ltd. promised to obtain the shares in this allotment for a holding period of 24 months from the date of the issuer’s initial public offering and listing.
The joint sponsors (joint lead underwriters) believe that: the selection criteria and placement qualifications of strategic investors in this issuance are in compliance with the “Implementation Measures”, “Underwriting Guidelines” and other laws and regulations, and the participation of the above-mentioned entities in the strategic placement of this issuance is in line with this issuance. The selection criteria and placement qualifications of strategic investors for issuance.
4. Check whether the strategic investor has any prohibited circumstances stipulated in Article 9 of the Underwriting Guidelines
Article 9 of the “Guidelines for Underwriting” stipulates: “When issuers and lead underwriters place shares to strategic investors, the following circumstances shall not exist:
1. The issuer and the lead underwriter promise to the strategic investors that the stock price will rise after the listing, or if the stock price does not rise, the issuer will repurchase the stock or give any form of economic compensation;
2. Lead underwriters introduce strategic investors on the condition that they promise to share underwriting fees, introduce participation in other issuers’ strategic placements, and return brokerage commissions for placement of new shares;
3. After the issuer goes public, it subscribes to the securities investment funds managed by the issuer’s strategic investors;
4. The issuer undertakes to appoint persons associated with the strategic investor to serve as the issuer’s directors, supervisors and senior management during the lock-up period for the shares allocated by the strategic investor, but the issuer’s senior management and core Except for employees who set up a special asset management plan to participate in the strategic placement;
5. Except for the situations specified in Item 3 of Article 8 of these Guidelines, the 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 this strategic placement;
6. Other acts of direct or indirect transfer of benefits.
According to the placement agreement signed by the issuer with China Securities Investment and Hangzheng Science and Technology, the issuer, the joint sponsor (co-lead underwriter), the letter of commitment issued by China Securities Investment, and Hangzheng Science and Technology, the joint sponsor ( Co-lead underwriters) believe that there is no prohibitive circumstance stipulated in Article 9 of the “Guidelines for Underwriting” that issuers and joint sponsors (co-lead underwriters) place shares to strategic investors.
V. Attorney’s Verification Opinions
Beijing Deheng Law Firm believes that the strategic investors in this strategic placement comply with the relevant provisions on the selection criteria and placement qualifications of strategic investors in the relevant applicable rules such as the Implementation Measures and the Underwriting Guidelines, and this strategic placement There is no prohibitive circumstance specified in Article 9 of the Underwriting Guidelines.
6. Verification conclusions of the joint sponsors (joint lead underwriters) on strategic investors
To sum up, the joint sponsors (joint lead underwriters) believe that:
1. The selection criteria and placement qualifications of strategic investors for this issuance comply with the “Implementation Measures”, “Underwriting Guidelines” and other laws and regulations;
2. Investors in the strategic placement of this issuance meet the selection criteria for strategic investors in this issuance, and have the placement qualifications for strategic investors in this issuance;
3. There is no prohibitive circumstance specified in Article 9 of the “Guidelines for Underwriting” when the issuer and the joint sponsors (joint lead underwriters) place shares to strategic investors.
China Securities Co., Ltd.
Sponsor Representative Signature:
Sun Jieshen Xiqiang
AVIC Securities Co., Ltd.
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