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About Holders of Depository Receipts of Company No. 9 Limited
Verification Report on the Transfer of Depositary Receipts to Specific Institutional Investors
shanghai stock exchange:
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" and "Organization Brokerage") is entrusted to act as the Sequoia.
Capital China GF Holdco III-A, Ltd., People Better Limited, Shunwei TMT III Limited
WestSummit Global Technology Fund, L.P., Wtmtech Limited, Intel Capital Corporation
Zhaoduan Limited, Cliff Investment Pte. Ltd., Wltech Limited, West Origin FT LP (
Referred to as the "transferor") to a specific institutional investor inquiry transfer (hereinafter referred to as the "inquiry transfer") to reduce the holdings of No. 9 Co., Ltd. (hereinafter referred to as the "company" or "No. 9 company") The organization of the securities firm of the depository receipts.
After verification, CITIC Securities has checked whether the holders and transferee of the depositary receipts transferred by this inquiry meet the requirements of the Shanghai Stock Exchange Science and Technology Innovation Board Shareholders of Listed Companies on the Shanghai Stock Exchange to specific institutional investors to reduce their shareholding. Implementation Rules "(hereinafter referred to as" Implementation Rules "), whether the inquiry, transfer process and results of this inquiry transfer are fair and just, whether it complies with the provisions of the Regulations to make the following report.
1. this inquiry transfer overview
(I) this inquiry transfer transferor.
The number and proportion of depositary receipts held by the transferor as at 30 September 2021 are as follows:
Serial Number Depositary Receipt Holder Name Number of Depositary Receipts Held Depositary Certificate
Proportion of quantity (copies) certificates
1 Sequoia Capital China GF Holdco III-A, Ltd. 106,470,590 15.11%
2 People Better Limited 69,115,310 9.81%
3 Shunwei TMT III Limited 69,115,310 9.81%
4 WestSummit Global Technology Fund, L.P. 35,294,120 5.01%
5 Wtmtech Limited 31,106,170 4.41%
6 Intel Capital Corporation 21,052,630 2.99%
7 Zhaoduan Limited 15,200,000 2.16%
8 Cliff Investment Pte. Ltd. 12,383,900 1.76%
9 Wltech Limited 6,400,000 0.91%
10 West Origin FT LP 4,104,030 0.58%
Sequoia Capital China GF Holdco III-A, Ltd., People Better Limited, Shunwei TMT III
Limited, WestSummit Global Technology Fund, L.P. holds more than 5% of No. 9 corporate depositary receipts.
On.
Sequoia Capital China GF Holdco III-A, Ltd. Shen Nanpeng, the actual controller, is a director of Company No. 9.
(II) this inquiry transfer quantity
The maximum number of depositary receipts to be transferred by inquiry is 17,600,000.
The situation is as follows:
Transfer of the name of the depositary receipt holder Number of transferred depositary receipts as a percentage of the total number of depositary receipts held by the company
(parts) Quantity proportion example
Sequoia Capital China GF 6,300,000 0.89% 5.92%
Holdco III-A, Ltd.
People Better Limited 4,085,000 0.58% 5.91%
Shunwei TMT III Limited 4,085,000 0.58% 5.91%
WestSummit Global 300,000 0.04% 0.85%
Technology Fund, L.P.
Wtmtech Limited 1,450,000 0.21% 4.66%
Intel Capital Corporation 600,000 0.09% 2.85%
Zhaoduan Limited 10,000 0.00% 0.07%
Cliff Investment Pte. Ltd. 730,000 0.10% 5.89%
Wltech Limited 10,000 0.00% 0.16%
West Origin FT LP 30,000 0.00% 0.73%
Note: The result of the calculation of the ratio of the number of transferred depositary receipts to the total number of corporate depositary receipts is rounded to the nearest two decimal places.
(III) transfer method
The transferor, as the holder of the depository receipts of the No. 9 company listed on the Shanghai Stock Exchange's Kechuang Board, transfers the depository receipts by way of inquiry and transfer to specific institutional investors in accordance with the relevant provisions of the Implementation Rules.
(IV) this inquiry transfer reserve price
The lower limit of the transfer price of this inquiry is 54.40 yuan/depository receipt, which is not lower than the price issued by CITIC Securities to investors.
The date of sending the "Invitation to Subscribe for the Transfer of Depositary Receipts by Company No. 9 Limited" (hereinafter referred to as the "Invitation to Subscribe") (I. e.
October 29, 2021, including that day) 70% of the average trading price of the 9th company's depositary receipts for the first 20 trading days, in line
The provisions of the Regulations on the lower limit of the transfer price for quotations.
(V) the principle of determining the transfer price of this inquiry.
1, inquiry transfer price determination and placement principle.
Organize the brokerage firm to book and file in accordance with the bidding procedure, and adopt the principle of "priority in subscription price, priority in subscription quantity and priority in time of receipt of the Subscription Quotation Form" to determine the transfer price of the inquiry and the object of subscription. If the number of valid subscription depository receipts transferred in this inquiry exceeds the maximum number of depository receipts transferred in this inquiry (17,600,000), the principles for determining the transfer price of the inquiry, the object of subscription and the number of depository receipts allocated are as follows (in order of priority according to the order of serial number):
(1) Subscription price priority: according to the declared price from high to low ranking cumulative;
(2) Priority in the number of subscriptions: if the declared price is the same, it will be accumulated in descending order of the number of subscriptions;
(3) Time for receiving the Subscription Quotation Form is priority: if the declared price and the number of subscription depositary receipts are the same, the subscription quotation form will be faxed to the designated fax machine time or special delivery time for this inquiry transfer (if both the fax and the special delivery of the Subscription Quotation Form are sent, the valid Subscription Quotation Form received for the first time within the specified time shall prevail) for sorting and accumulation from first to last, early valid subscriptions will be placed on a priority basis.
If the total number of depository receipts effectively subscribed by the inquiry object is equal to or more than 17,600,000, when the total number of depository receipts effectively subscribed is equal to or exceeds 17,600,000 for the first time, the minimum subscription price of the accumulated valid subscription is the transfer price of the inquiry. According to this price, all subscription objects will be placed in turn according to the bookkeeping order. The effective subscription amount higher than the transfer price of this inquiry will be placed. The effective subscription amount with the same transfer price of this inquiry will be sorted and placed in turn according to the principle of from large to small and from early to late until the cumulative number of depositary receipts for placement reaches 17,600,000.
If the total number of valid depositary receipts subscribed by the inquiry object is less than 17,600,000, the lowest quotation among all valid subscriptions will be determined as the transfer price of this inquiry. All effectively subscribed investors will receive the placement in full.
2Methods for adjusting the results of RFQ transfers
If the total number of valid depositary receipts subscribed by the inquiry object is less than 17,600,000, the organizing securities firm will ask the inquiry object in turn whether to make additional subscription according to the determined transfer price according to the effective subscription price. If the subscription is still insufficient after the above inquiry, the organizing securities firm will ask other specific institutional investors whether to make additional subscription according to the determined transfer price, such as participating in additional subscription, additional transfer quantity accordingly. If the additional subscription process is initiated, the organizing brokerage firm will ask the inquiry object and the specific institutional investor by e-mail in accordance with the above rules, and if the inquiry object or the specific institutional investor confirms to participate in the additional subscription, it shall reply to the e-mail to confirm the acceptance of the transfer price and the number of additional subscriptions.
If the subscription is still insufficient after the final addition, the organizing broker will determine the final transferee and the final number of transfers based on the actual subscription. All effectively subscribed investors will receive the placement in full.
The organizing brokerage firm will form the final placement result in accordance with the above subscription confirmation procedures and rules, and any matters not covered in the above procedures and rules will be resolved by the organizing brokerage firm through consultation.
2. the process of this inquiry transfer
Send of (I) invitation file
The "Invitation for Subscription" for this inquiry transfer has been delivered to a total of 287 institutional investors, including: 71 fund companies, 39 securities companies, 15 insurance institutions, 42 qualified foreign institutional investors, and 120 private equity funds Family.
The above-mentioned Invitation for Subscription includes the object and conditions of subscription, the time and method of subscription, the lower limit of the transfer price of inquiry and the procedures and rules for the allocation of depository receipts. The subscription quotation materials include:(1) The subscription price confirmed by the investor and the number of subscription depository receipts;(2) The investor promises that his subscription qualification, this subscription behavior and the source of funds for this subscription comply with relevant laws and regulations and the China Securities Regulatory Commission The relevant regulations of other regulatory agencies and other relevant statutory, contractual or unilateral commitment requirements applicable to themselves; confirm and promise that they are qualified investors specified in the "Implementation Rules; confirm and promise that it and the ultimate subscriber do not include ① the transferor and CITIC Securities, or the institutions that have direct or indirect control relationship with the transferor and CITIC Securities or are controlled by the same entity; ② the directors, supervisors and senior managers of the institutions listed in the preceding paragraph can exercise control, joint control or exert significant influence; ③Institutions that are closely related to the persons listed in the first item or the controlling shareholders, actual controllers, directors, supervisors, and senior managers of the listed institutions can exercise control, joint control or exert significant influence; ④according to the ''Listed Company Acquisition Management The Measures constitute a person acting in concert with the transferor, or other institutions that may lead to improper behavior or transfer of benefits by participating in the inquiry and transfer. There is also no situation in which the above-mentioned institutions and personnel directly subscribe or indirectly participate in this inquiry transfer subscription through structured products, except for securities investment funds and other asset management products that are publicly raised in accordance with the law;(3) Investors promise that each transferor has not made any commitment to guarantee the minimum income or disguised minimum income, and there is no situation in which they directly or through stakeholders provide financial assistance or compensation to themselves and the final subscribers;(4) The investor undertakes to subscribe for the relevant depositary receipts in full if it is allocated to the transfer of depositary receipts in this inquiry.
(II) requisition quotation
During the valid declaration time stipulated in the Invitation for Subscription, that is, from 9:00 a.m. to 12:00 a.m. on November 3, 2021, the brokerage firm will be organized to receive a total of 18 copies of the Subscription Quotation Form by fax or on-site delivery, 18 of which are valid reports.
The investors participating in the purchase will send the relevant purchase documents in a timely manner.
(III) transfer price, allocation object and allocation situation
According to the subscription quotation of institutional investors, and in strict accordance with the procedures and rules for the inquiry and transfer price, inquiry objects and the allocation of depository receipts determined in the "Invitation for Subscription", the specific rules are consistent with the "1. (V) the principle of determining the transfer price of this inquiry", the transfer price of this inquiry is determined to be 57.00 yuan/depository receipt, the number of transfer depository receipts is 17,600,000, and the transaction amount is 1,003,200,000.00 yuan.
The transferee was finally identified as 14 investment institutions. The allocation results of this inquiry transfer are as follows:
Assigned Deposits
Assigned Depository Receipts
No. Transferee Name Voucher Quantity Amount Percentage of Company Lock-up Period
(share) (yuan) depository
Total number of certificates
Quantity proportion
1 Harvest Fund Management Co. Ltd. 8,850,000 504,450,000.00 1.26 6 months.
2 Shanghai Orient Securities Asset Management Co., Ltd. 4,110,000 234,270,000.00 0.58 6 months.
3 Societe Generale Global Fund Management Limited 1,730,000 98,610,000.00 0.25 6 months.
4 Guotai Junan Securities Co., Ltd. 750,000 42,750,000.00 0.11 6 months.
5 Shanghai Chengrui Investment Management Co., Ltd. 450,000 25,650,000.00 0.06 6 months.
6 Shenzhen Hengtai Rongan Investment Management Co., Ltd. 340,000 19,380,000.00 0.05 6 months.
7 JPMorgan Chase Bank, National 330,000 18,810,000.00 0.05% 6 months
Association
8 Ningbo Meishan Free Trade Zone Lingding Investment Management Co., Ltd. 200,000 11,400,000.00 0.03 6 months.
9 Casting Front Asset Management (Beijing) Co., Ltd. 200,000 11,400,000.00 0.03 6 months.
10 Barclays Bank PLC 180,000 10,260,000.00 0.03% 6 Months
11 Hua An Fund Management Co. Ltd. 150,000 8,550,000.00 0.02 6 months.
12 Shanghai Ruiyi Investment Development Center (Limited Partnership) 150,000 8,550,000.00 0.02 6 months
13 Nord Fund Management Limited 110,000 6,270,000.00 0.02 6 months
14 China Galaxy Securities Co Ltd 50,000 2,850,000.00 0.01 6 months
Total 17,600,000 1,003,200,000.00 2.50-
(IV) contributions
After determining the results of the placement, CITIC Securities issued a Payment Notice to the 14 investors who were allocated this time. Each
The placing object paid the subscription money in full and on time to the special payment account designated by the organizing broker in accordance with the requirements of the Payment Notice. CITIC Securities transfers the net transfer funds of depository receipts after deducting relevant financial advisory fees, stamp duty, transfer fees and handling fees to the bank account designated by the transferor in accordance with regulations.
After verification, the organization broker believes that the transfer process of this inquiry is legal and compliant, and the transfer result is fair and just, the People's Republic of China the Company Law, the Securities Law of the the People's Republic of China, the implementation opinions on the establishment of the Science and Technology Innovation Board and the pilot registration system on the Shanghai Stock Exchange, the measures for the continuous Supervision of companies listed on the Science and Technology Innovation Board (for trial implementation), the rules for the listing of stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and other laws and regulations, departmental rules and normative documents.
3. the information disclosure in the process of this inquiry transfer
On October 30, 2021, Company No. 9 and the transferor announced the "Inquiries for Holders of Depositary Receipts of Company No. 9 Limited".
(hereinafter referred to as the "Inquiry Transfer Plan"). The verification opinion issued by the organization brokerage firm to the transferor shall be disclosed together as an annex to the Inquiry Transfer Plan.
On November 4, 2021, Company Nine announced the "Inquiry Transfer Pricing for Holders of Depositary Receipts of Company Nine Limited."
Notice of the situation.
On November 10, 2021, Company No. 9 and the transferor announced the transfer of this inquiry, "Company No.
Report on the Results of the Inquiry and Transfer of the Holder of the Trust. Organize the securities firm to issue the "Verification Report of CITIC Securities Co., Ltd. on the Inquiry and Transfer of Depository Receipts Holders of No. 9 Co., Ltd. to Specific Institutional Investors" for this inquiry transfer as the "Depository Receipts of No. 9 Co., Ltd. The annex to the" Report on the Results of Inquiry and Transfer of Holders "is disclosed together.
In accordance with the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the Implementation Opinions on the Establishment of Science and Technology Innovation Board and the Pilot Registration System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (Trial), and the Shanghai Stock Exchange Supervise Company No. 9 and the transferor to fulfill the relevant obligations and disclosure procedures of information disclosure.
Verification of the qualifications of the transferor and the transferee of the 4..
Verification of the qualifications of the (I) transferor
In accordance with the relevant regulatory requirements, CITIC Securities has verified the relevant qualifications of the transferor. The transferor has completed the proposed transfer.
Let the depositary receipts be locked. CITIC Securities on October 27, 2021Complete on-site verification of the transferor and
Let the party conduct interviews and inquiries, and collect relevant verification documents on site. In addition, CITIC Securities also verified the qualification of the transferor through public information channel retrieval and other means. On October 29, CITIC Securities issued the Verification Opinion on the Qualifications Related to the Transfer of Depository Receipts by Holders of No. 9 Limited Depository Receipts to Specific Institutional Investors.
The transferor of this inquiry transfer meets the subject qualifications required by the Implementation Rules and other laws and regulations, and the transferor does not have the provisions of Article 11 of the Implementation Rules: "Whether the shareholders participating in the transfer of the (I) violate the various items concerning the reduction of shares."
Provisions or commitments regarding the holding period; whether the shareholders participating in the transfer of the (II) have the circumstances specified in Articles 5 and 6 of these Rules; whether the shares to be transferred of the (III) have been pledged, judicial freezing and other rights restricted; (IV) the transfer Whether the shareholders have violated the relevant regulations on the management of state-owned assets; (V) other matters required by the Exchange for verification." such as prohibitive situations.
Verification of the qualifications of the transferee of the (II)
According to the verification information provided by the assigned object, the results of the verification of the organized brokerage firm are as follows.
The transferees are all professional institutional investors with corresponding pricing capacity and risk tolerance, and the transferee of the inquiry transfer shall be institutional investors with corresponding pricing capacity and risk tolerance in accordance with Article 7 of the Implementation Rules. Institutional investors or other institutional investors (including products under their management) who meet the requirements of the Shanghai Stock Exchange's Measures for the Implementation of the Issuance and Underwriting of Shares on the Science and Technology Innovation Board may participate in the inquiry and subscription of the transfer of the inquiry. In addition to the institutional investors specified in the preceding paragraph, other private equity fund managers who have completed registration with the China Securities Investment Fund Industry Association (and the products under their management to participate in this inquiry transfer have been completed in the China Securities Investment Fund Industry Association Filing), can participate in the inquiry and subscription of inquiry transfer. The holder of the depositary receipt participating in the transfer may, in consultation with the securities company, agree on other conditions to be met by the transferee in the invitation to subscribe.
The transferee, Shanghai Chengrui Investment Management Co., Ltd., Shenzhen Hengtai Rongan Investment Management Co., Ltd., Ningbo Meishan Free Trade Zone Lingding Investment Management Co., Ltd., Zhufeng Asset Management (Beijing) Co., Ltd., and Shanghai Ruiyi Investment Development Center (Limited Partnership) belong to the private investment funds stipulated in the the People's Republic of China Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds, and the Measures for Registration and Fund Filing of Private Investment Fund Managers (Trial), private equity filing materials have been provided.
After verification, the institutional investors participating in this inquiry transfer purchase quotation and the products under their management do not have the following circumstances.
(1) The transferor and CITIC Securities, or an institution that has a direct or indirect control relationship with the transferor and CITIC Securities or is controlled by the same entity;
(2) There are no institutions in which directors, supervisors or senior managers of the institutions listed in the preceding paragraph can exercise control, jointly control or exert significant influence;
(3) There is no institution that can exercise control, jointly control or exert significant influence with relatives close to the controlling shareholders, actual controllers, directors, supervisors, and senior managers of the persons listed in item 1 or the listed institutions;
(4) There is also no situation in which the transferor acts in concert with the transferor as stipulated in the Measures for the Administration of Acquisitions of Listed Companies, or participation in the transfer of quotations may lead to misconduct or transfer of benefits.
5. concluding comments
After verification, the organization brokerage believes that: this inquiry transfer process follows the principles of fairness and impartiality, in line with the current regulatory requirements of the securities market. The transfer price of the depositary receipt was finalized by way of inquiry. The entire inquiry and transfer process complies with the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Implementation Opinions on the Establishment of Science and Technology Innovation Board and Pilot Registration System on the Shanghai Stock Exchange", "Continuous Supervision Measures for Science and Technology Innovation Board Listed Companies (for Trial Implementation)" The relevant provisions of laws, regulations, departmental rules and regulatory documents such as the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules and Implementation Rules.
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(There is no text on this page, which is the stamped page of the Verification Report of CITIC Securities Co., Ltd. on the Transfer of Depository Receipts by Holders of No. 9 Limited Depository Receipts to Specific Institutional Investors)
Organization Broker: CITIC Securities Co., Ltd.
Month, 2021
Ticker Name
Percentage Change
Inclusion Date