Minsheng Securities Co., Ltd. on Xi'an Nova Nebula Technology Co., Ltd. to participate in the strategic placement of investors special verification report.
DATE:  Jan 28 2024

Xi'an Nova Nebula Technology Co., Ltd. (hereinafter referred to as "Nova Nebula", "issuer" or "company") initial public offering of shares (hereinafter referred to as "this offering") and listing on the gem has been examined and approved by the gem Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on August 18, 2022, registration was approved by the China Securities Regulatory Commission ("CSRC") on May 24, 2023. Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng Securities" or "sponsor (lead underwriter)") acts as the sponsor (lead underwriter) of this issue.

In accordance with the "Administrative Measures for the Registration of Initial Public Offerings" (hereinafter referred to as the "Registration Measures"), the "Implementation Rules for the Issuance and Underwriting of Initial Public Offerings of Securities of the Shenzhen Stock Exchange" (hereinafter referred to as the "Implementation Rules") And other relevant laws and regulations, regulatory regulations and self-discipline rules, the sponsor (lead underwriter) verifies the qualification of Xi'an Nova Nebula Technology Co., Ltd. for the initial public offering of shares strategic placement, and issues the following special verification report.

Approval and authorization 1. this offering and listing on GEM

(I) the approval of the issuer's board of directors on the listing of this issue

The issuer held the 16th meeting of the first board of directors on November 3, 2021, and considered and passed the "Proposal on the Company's Application for Initial Public Offering of Shares and Listing on the Growth Enterprise Market of the Shenzhen Stock Exchange" and other related proposals on the initial public offering of shares and listing on the Growth Enterprise Market.

The issuer held the fifth meeting of the second board of directors on October 18, 2022, and reviewed and approved the "Proposal on Extending the" Proposal on the Company's Application for Initial Public Offering and Listing on the Growth Enterprise Market of the Shenzhen Stock Exchange "" Proposal on the Effective Period "and other related proposals on initial public offerings and listing on the Growth Enterprise Market.

The issuer held the fourteenth meeting of the second board of directors on November 2, 2023, and reviewed and approved the "Proposal on Extending the" Proposal on the Company's Application for Initial Public Offering and Listing on the Shenzhen Stock Exchange's Growth Enterprise Market "Proposal on the Effective Period of Resolutions" and other related proposals on initial public offerings and listing on the Growth Enterprise Market.

Approval and authorization of the general meeting of shareholders of the (II) issuer on the issuance and listing

The issuer held the Fourth Extraordinary General Meeting of Shareholders in 2021 on November 18, 2021, and considered and passed the "Proposal on the Company's Application for Initial Public Offering of Shares and Listing on the Growth Enterprise Market of the Shenzhen Stock Exchange" and other related proposals on the initial public offering of shares and listing on the Growth Enterprise Market.

The issuer held the first extraordinary general meeting of shareholders in 2022 on November 18, 2022, and reviewed and approved the "Proposal on Extending the Effective Period of the Resolution on the Company's Application for Initial Public Offering and Listing on the Shenzhen Stock Exchange's Growth Enterprise Market" "Proposal" and other related proposals on initial public offerings and listing on the Growth Enterprise Market.

The issuer held the third extraordinary general meeting of shareholders in 2023 on November 18, 2023, and reviewed and approved the "Proposal on Extending the Effective Period of the Company's Application for Initial Public Offering and Listing on the Shenzhen Stock Exchange's Growth Enterprise Market" "Proposal" and other related proposals on initial public offerings and listing on the Growth Enterprise Market.

(III) of the Shenzhen Stock Exchange and the China Securities Regulatory Commission on the review of the issuance and listing

on August 18, 2022, the gem listing Committee of Shenzhen stock exchange issued the announcement on the results of the 54th review meeting of the municipal Committee on the gem in 2022. according to the contents of the announcement, the 54th meeting of the gem listing Committee of Shenzhen stock exchange held on August 18, 2022 has deliberated and approved the listing (initial issuance) of Xi' an nova nebula technology co., ltd.

On May 24, 2023, the China Securities Regulatory Commission issued the "Approval for Approval of the Registration of the Initial Public Offering of Shares of Xi'an Nova Nebula Technology Co., Ltd.", approving the issuer's application for registration of the initial public offering of shares.

2.'s determination of the strategic placement target and the number of shares to be placed in this offering

The relevant plan for the strategic placement of the issuer's shares is as follows:

(I) Strategic Placing Quantity

Nova Nebula plans to issue 12.84 million shares, accounting for 25.00 of the total share capital of the company after the issue. All of them are new shares in the public offering, and the shareholders of the company will not issue shares in the public offering. The initial strategic placement number of this issue is 2.568 million shares, accounting for 20% of the number of this issue, which does not exceed 20% of the number of this issue, in line with the provisions of articles 35 and 38 of the detailed rules for implementation. The difference between the final strategic placement quantity and the initial strategic placement quantity is partially transferred back to the offline offering.

Determination of (II) strategic placement object

In this issue, the selection of strategic investors is determined after considering the qualifications of investors and market conditions as follows:

1. The special asset management plan established for the senior management and core employees of the issuer to participate in this strategic placement Minsheng Securities Nova Nebula Strategic Placement No. 1 Collective Asset Management Plan (hereinafter referred to as "Nova Nebula Special Asset Management Plan");

2. National Social Security Fund Council, including the National Social Security Fund 414 Portfolio, Basic Pension Insurance Fund 10501 Portfolio, Basic Pension Insurance Fund 1052 Portfolio and Southern Fund Management Co., Ltd. (hereinafter referred to as "Southern Fund") managed by Guangfa Fund Management Co., Ltd. (hereinafter referred to as "Southern Fund") National Social Security Fund 101 Portfolio (hereinafter referred to as "Social Security and Pension Fund Portfolio");

3. Everyone Life Insurance Co., Ltd. (hereinafter referred to as "Everyone Life");

4. China Insurance Investment Fund (Limited Partnership) (hereinafter referred to as "China Insurance Investment Fund");

5. Minsheng Securities Investment Co., Ltd. (hereinafter referred to as "Minsheng Investment") is a subsidiary of the sponsor. (Or)

Size of participation in (III) strategic placement

1, the issuer's senior management and core staff to participate in the strategic placement of the establishment of the Nova Nebula special capital management plan initial strategic placement number does not exceed 10% of the number of this public offering, the specific amount will be determined after the issue price. The proportion and amount of the proposed subscription for the Nova Nebula Special Asset Management Plan are in compliance with the relevant provisions of Article 23 of the Underwriting Measures;

2. The initial strategic placement number of Minsheng Investment is 642000 shares, accounting for 5.00 (contingent) of the number of shares issued;

3. In addition to the above-mentioned sponsor subsidiary's participation in follow-up investment (contingent) and the issuer's senior management and core staff special asset management plan, the company intends to introduce "large insurance companies or their subsidiaries with long-term investment willingness, National large investment funds or their subsidiaries". The list of specific strategic placement investors is as follows:

(IV) Placing Conditions

the manager of nova nebula special asset management plan, the social security and pension fund portfolio, everyone life, china insurance investment fund and people's livelihood investment have respectively signed subscription agreements with the issuer, not participating in this online and offline issuance, and have promised to subscribe for the number of shares they have promised to subscribe for according to the issuance price determined by the issuer and the sponsor (lead underwriter).

(V) Limited Sale Period

The manager of the Nova Nebula Special Asset Management Plan, the social security and pension fund portfolio, Everyone Life, and China Insurance Investment Fund are restricted for 12 months, and the restricted period for the shares allocated by Minsheng Investment is 24 Months, the restricted period will be calculated from the date of listing of the shares in this public offering on the Shenzhen Stock Exchange.

After the expiration of the sales restriction period, the managers of the Nova Nebula Special Asset Management Plan, the Social Security and Pension Fund Portfolio, Everyone Life, China Insurance Investment Fund, and Minsheng Investment shall apply to the reduction of the allocated shares. The relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on share reduction.

3.'s compliance with respect to participation in the strategic placement of this offering

(I) Nova Nebula Special Asset Management Plan

1, the basic situation

2. Filing status

Nova Nebula Special Asset Management Plan has completed the filing of the China Securities Investment Fund Association in accordance with the law on August 31, 2023, and obtained the filing certificate with the product code SB6056.

3, the actual dominant subject

The actual dominant entity of the Nova Nebula Special Capital Management Plan is Minsheng Securities Co.

according to the agreement of the asset management contract, the main rights enjoyed by the manager include:(1) independently manage and use the property of the asset management plan according to the agreement of the asset management contract;(2) timely and fully obtain the management fees and performance remuneration (if any) of the manager according to the agreement of 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 provisions of the Asset Management contract;(4) supervise the custodian in accordance with the Asset Management contract and other relevant provisions, and promptly take measures to stop the custodian from violating the Asset Management contract or relevant laws and regulations and causing heavy losses to the property of the asset management plan and the interests of other parties, and report to the relevant agencies of the China Securities Regulatory Commission and the China Securities Investment Fund Industry Association;(5) Provide or entrust service agencies recognized by the China Securities Regulatory Commission and the China Securities Investment Fund Industry Association to provide fundraising, share registration, and valuation for asset management plans. And accounting, information technology systems and other services, and conduct necessary supervision and inspection of their behavior;(6) In the name of the manager, to exercise rights such as ownership registration arising in the investment process on behalf of the asset management plan;(7) to sell the plan on its own or to entrust an institution qualified for fund sales to sell the plan, to formulate and adjust business rules relating to the sale of the plan, and to exercise the necessary supervision over the sales practices of the sales organization;(8) Other rights stipulated by laws and regulations, the China Securities Regulatory Commission, the China Securities Investment Fund Association and the Asset Management Contract.

therefore, Minsheng securities can independently manage and use the assets of the asset management plan, exercise the rights arising from the investment of the asset management plan, and exercise the corresponding rights to the principal and custodian. it is the actual dominant subject of the nova nebula special asset management plan, and the principal is the senior manager and core technical personnel of the issuer and the non-nova nebula special asset management plan.

4, strategic placement qualification

according to the information and confirmation provided by the issuer and after verification, Nova Nebula special asset management plan is established for the purpose of this strategic placement, which conforms to the provisions of item (V) of article 38 of the detailed rules for implementation, and has completed the filing procedures in accordance with the requirements of applicable laws and regulations. The share holders of Nova Nebula special asset management plan are all senior managers or core employees of the issuer, nova Nebula's special asset management plan belongs to the "special asset management plan established by the issuer's senior management and core employees participating in this strategic placement".

5. sources of subscription funds for participation in strategic placement

nova nebula special asset management plan is a special asset management plan. according to the commitment letter issued by the manager of nova nebula special asset management plan and the statement letter issued by the client, the transaction certificate provided by the client of nova nebula special asset management plan and the interview with the client, the funds of nova nebula special asset management plan participating in the issuer's strategic placement come from the self-owned funds of the senior managers or core employees of the issuer, participation in this strategic placement is in line with the investment direction of the funds. The principal acts as the reality of this strategic placement of shares.There is no situation in which other investors are entrusted or entrusted to other investors to participate in this strategic placement. There is no transfer of improper benefits between the Nova Nebula Special Asset Management Plan and the Principal and the Issuer or other stakeholders.

6. Participant's name, position and subscription amount

Note 1: The final number of shares to be subscribed will be confirmed after the issue price is determined on the T-2 date.

7. Implementation of Board Resolutions

On July 17, 2023, Nova Nebula held the fifth interim meeting of the second board of directors. 7 directors should be present, and 7 directors were actually present. The meeting reviewed and approved the ''Regarding the company's senior management and core employees Participate in the company's initial public offering of stocks and strategic placement on the GEM."

On January 4, 2024, Nova Nebula held the ninth interim meeting of the second board of directors. 7 directors should be present, and 7 directors were actually present. The meeting reviewed and approved the ''Regarding the revision of the strategy of Minsheng Securities Nova Nebula Proposal on the Share of the No. 1 Collective Asset Management Plan.

8, participate in this strategic placement there is no transfer of benefits

Nova Nebula Special Asset Management Plan has established a special asset management plan for the senior management and core employees of the issuer to participate in the strategic placement of this issue, which has been filed with the China Securities Investment Fund Association. The Nova Nebula Special Capital Management Plan was established for the purpose of this Strategic Placement and is in compliance with Article 38, Item (V), of the Implementing Rules. There is no relationship between the Nova Nebula Special Asset Management Plan and the sponsor (lead underwriter), does not participate in the preliminary inquiry of this issue, and promises to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter) The number of shares it promises to subscribe for, the source of funds for subscribing for this strategic allotment is its own funds, and there is no situation where other investors are entrusted or entrusted to participate in this strategic allotment. The participation of the Nova Nebula Special Capital Management Plan in the strategic placement does not have the prohibitive circumstances stipulated in Article 39 of the Implementing Rules and does not involve the transfer of benefits.

(II) National Council for Social Security Fund

1, the basic situation

The National Social Security Fund Council is a public institution directly under the State Council. It is under the direct leadership of the State Council and is subject to the supervision of the State Council or the department authorized by the State Council. The National Council of Social Security Fund is the management and operation organization of the national social security fund. Its main responsibilities include: managing and operating the national social security fund, and with the approval of the State Council, entrusted to manage the investment and operation of the basic endowment insurance fund; according to the scope and proportion approved by the State Council, it can directly invest in operation or select and entrust professional institutions to operate fund assets.

After verification, according to the entrusted investment contract and other explanatory documents, the National Council of Social Security Fund entrusted Guangfa Fund to manage the National Social Security Fund 414 portfolio, the basic pension insurance fund 1051 portfolio, and the basic pension insurance fund. In the 50202 portfolio, the National Council of Social Security Fund entrusts the Southern Fund to manage the 101 portfolio of the National Social Security Fund. The above-mentioned social security fund and pension fund portfolio are the investors participating in the strategic placement, hereinafter referred to as the "social security and pension fund portfolio". Guangfa Fund and Southern Fund have reported to the National Council of Social Security Funds for their participation in this strategic placement in accordance with the requirements of the National Council of Social Security Funds. The National Council of Social Security Funds has been aware of this strategic placement arrangement, social security and pension The fund portfolio's participation in this strategic placement has fulfilled the corresponding investment decision-making procedures.

2, strategic placement qualification

The National Social Security Fund was established in August 2000. It is a national social security reserve fund. It is composed of central fiscal budget allocations, state-owned capital transfers, fund investment income and funds raised by other methods approved by the State Council. It is specifically used for population The supplement and adjustment of social security expenditures such as pension insurance during the peak period of aging is managed and operated by the National Council of Social Security Funds. The basic old-age insurance fund is a part of the balance fund of basic old-age insurance entrusted by the people's governments of all provinces (autonomous regions and municipalities directly under the Central Government) in accordance with the measures for the Investment Management of basic Old-age Insurance funds issued and implemented by the State Council on August 17, 2015. and its investment income. In recent years, the National Council of Social Security Funds and related social security fund portfolios and basic pension insurance fund portfolios have subscribed to Shanghai United Film Medical Technology Co., Ltd. (stock code: 688271), Haoguang Information Technology Co., Ltd. (stock code: 688041), Rongchang Biopharmaceutical (Yantai) Co., Ltd. (stock code: 688331), Jingke Energy Co., Ltd. (stock code: 688223), Xinjiang Daquan New Energy Co., Ltd. (stock code: 688303), China International Capital Corporation (stock code: 601995), China Postal Savings Bank Co., Ltd. (stock code: 601658) and other listed companies IPO shares.

GF Fund and China Southern Fund have signed a strategic placement agreement with the issuer. The investors who have clearly participated in the strategic placement in the agreement will subscribe for the number of issuer securities they have promised to subscribe at the final determined issue price, and actually hold this time. The placement of securities meets the relevant requirements of Articles 36 and 37 of the "Implementation Rules.

According to the commitment letter issued by Guangfa Fund and Southern Fund: 1) It has the corresponding legal securities investment subject qualification, and its participation in this strategic placement has fulfilled the internal and external approval procedures 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, regulatory documents issued by China Securities Regulatory Commission, Shenzhen Stock Exchange and China Securities Association, or fund contracts prohibiting or restricting participation in this strategic placement; 2) it has a good market reputation and influence, has strong financial strength, recognizes the long-term investment value of the issuer, and will subscribe for the number/amount of shares of the issuer at the final issue price.

Based on the above, according to Article 38 of the Implementation Rules, the sponsor and the issuer believe that the social security and pension fund portfolio is a large national investment fund with long-term investment willingness. The National Social Security Fund 414 Portfolio, Basic Pension Insurance Fund 1051 Portfolio, Basic Pension Insurance Fund 1052 Portfolio and National Social Security Fund 101 Portfolio are one of the specific entrusted portfolios of national social security funds and basic pension insurance, qualified for strategic placement.

3. the relationship with the issuer and the sponsor (lead underwriter)

According to the verification and the confirmation of Guangfa Fund and Southern Fund, there is no relationship between the social security and pension fund portfolio and the issuer and the sponsor (lead underwriter).

4, participate in the subscription of the source of funds

According to the letter of commitment provided by Guangfa Fund and Southern Fund, the Interim Measures for the Investment Management of National Social Security Fund, the Measures for the Investment Management of Basic Pension Insurance Fund and the Letter on Confirming the Equity Ownership of the Entrusted Portfolio Funds of National Social Security Fund and Basic Pension Insurance Fund issued by the National Council of Social Security Fund, social Security and Pension Fund Portfolio All the funds for subscribing to this strategic allotment are the National Social Security Fund and the Basic Pension Insurance Fund managed by the National Council of Social Security Funds, and are in line with the investment direction of the funds, and the relevant funds and investment income belong to the country. All social security funds and basic pension insurance funds.

5, locking period

The holding period for the social security and pension fund portfolio to obtain this placement is 12 months from the date of the issuer's initial public offering and listing on the GEM. After the expiration of the sales restriction period, the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on share reduction shall apply to the reduction of the social security and pension fund portfolio.

6. there is no benefit transfer in participating in this strategic placement

The social security and pension fund portfolio is a large national investment fund, and the actual controller is the National Council of Social Security Funds. The social security and pension fund portfolio is qualified for strategic placement, which meets the provisions of item (II) of Article 38 of the detailed rules for implementation. There is no relationship between the social security and pension fund portfolio and the issuer, sponsor (lead underwriter), do not participate in the preliminary inquiry of this issue, and promise to subscribe at the issue price determined by the issuer and sponsor (lead underwriter) The number of shares it promises to subscribe for, the source of funds for subscribing for this strategic allotment is its own funds, and there is no situation of being entrusted by other investors or entrusting other investors to participate in this strategic allotment. The participation of the social security and pension fund portfolio in the strategic placement does not have the prohibitive circumstances stipulated in Article 39 of the Implementation Rules and does not involve the transfer of benefits.

7. The portfolio of social security and pension funds is not "a securities investment fund established by public offering, and the main investment strategy includes investing in strategic placement securities and operating in a closed manner"

the national social security fund and the basic endowment insurance fund managed by the national social security fund belong to the national large-scale investment fund, The combination of social security and pension fund belongs to the national large-scale investment fund with long-term investment intention in item (II) of Article 38 of the detailed rules for implementation. In addition, the social security and pension fund portfolio is the portfolio itself as a strategic investor directly involved in the initial strategic placement of Nova Nebula, not "a securities investment fund established by public offering, the main investment strategy includes investing in strategic placement securities, and operating in a closed manner", there is no situation in which "a securities investment fund established in accordance with the law and meeting a specific investment purpose participates in a strategic placement in the name of a fund manager" as described in Article 35, paragraph 2, of the Rules.

In summary, the social security and pension fund portfolio participating in the Nova Nebula strategic placement complies with the relevant provisions of the "Underwriting Measures" and the "Implementation Rules", and there are no violations.

(III) Everyone Life

1, the basic situation

After verification, there is no expiration of business term, decision to dissolve, revocation of business license due to violation of laws and regulations or other normative documents, order to close down or be revoked, bankruptcy due to inability to pay off due debts, etc. National laws, administrative regulations, regulatory documents and company articles of association should be terminated. The subject qualification of Everyone Life is legal and valid.

2. Ownership structure

after verification, the shareholders of everyone life are as follows:

As of the date of this verification report, the shareholding structure of Everyone Life is as follows:

According to the shareholding structure of Everyone Life, Everyone Insurance Group Co., Ltd. directly holds 99.98 per cent of the shares of Everyone Life and is the controlling shareholder of Everyone Life. China Insurance Protection Fund Co., Ltd. holds 98.23 percent of the equity interest in China Insurance Group, and the Ministry of Finance holds 100 percent of the equity interest in China Insurance Protection Fund Co., Ltd. Therefore, the Ministry of Finance is the actual controller of Everyone Life.

3, strategic placement qualification

Everyone Insurance Group Co., Ltd. was established on June 25, 2019. It is jointly funded and established by China Insurance Security Fund Co., Ltd., China Petrochemical Corporation, and Shanghai Automotive Industry (Group) Corporation, with a registered capital of 20.36 billion yuan. It is a comprehensive insurance group covering property insurance, life insurance, pension insurance, asset management and other fields. The group focuses on insurance, under the four subsidiaries of everyone's life, everyone's property insurance, everyone's pension, everyone's assets and health pension, real estate investment, science and technology innovation three empowerment plate. The subsidiaries of the group are in 31 provinces (District, city) has 60 provincial branches, more than 1,500 city and county-level branches, the number of institutions in the forefront of the industry.

Our Life is a professional life insurance subsidiary of our Insurance Group Co., Ltd., mainly engaged in life insurance, health insurance, accident insurance and other life insurance business, reinsurance business of the above business and other business approved by the China Banking Insurance Regulatory Commission. Through the group's integrated operation platform, everyone life provides individuals and groups with a variety of products covering survival, pension, disease, medical treatment, death, disability and other protection, fully meeting the insurance protection needs of customers in the field of life insurance. At present, it has opened a total of 19 provincial branches. In 2022, everyone's insurance group will realize an insurance business income of 127.5 billion yuan for the whole year, a new business value of 1.95 billion yuan for its everyone's life, and a new single premium of nearly 24 billion yuan for the bancassurance channel. everyone's life insurance channel will initially run through the independent agent mode. the new single premium will be 0.56 billion yuan for the whole year, doubling the premium. the monthly per capita production capacity of independent agents is nearly 30000 yuan, and the monthly per capita income is 11000 yuan, which is at the leading level in the industry. Therefore, Everyone Insurance Group Co., Ltd. is a large insurance company, and Everyone Life is a subsidiary of a large insurance company.

in addition, in recent years, everyone life, as an investor participating in the strategic placement, has participated in the strategic placement of haiguang information (688041.SH), Rongchang biology (688331.SH), long-term lithium (688779.SH) and SMIC (688981.SH) initial public offering and listing on the sci-tech board, and has participated in the strategic placement of golden dragon fish (300999.SZ) initial public offering and listing on the gem.

Everyone Life has signed a strategic placement agreement with the issuer. The investors who have clearly participated in the strategic placement in the agreement will subscribe for the number of issuer securities they have promised to subscribe at the final issue price, and actually hold the placement. The securities meet the relevant requirements of Articles 36 and 37 of the "Implementation Rules.

According to the commitment letter issued by everyone life:

1) Everyone Life has the corresponding legal securities investment subject qualifications. Participating in this strategic placement has fulfilled the internal approval procedures in accordance with the law. Participating in this strategic placement is in line with its investment scope and investment field. There are no laws, administrative regulations, China The regulatory documents issued by the Securities Regulatory Commission, Shanghai Stock Exchange and China Securities Association prohibit or restrict participation in this strategic placement;

2) As a subsidiary of a large insurance company with long-term investment willingness, everyone life has a good market reputation and influence, has strong financial strength, recognizes the long-term investment value of the issuer, and will subscribe for the promised number of issuer shares at the final issue price.

3) The source of funds for everyone life's participation in the strategic placement is its own funds, and it is in line with the investment direction of the funds, and there is no situation of accepting or entrusting other investors to participate in the strategic placement.

Based on the above, in accordance with the provisions of Article 38 of the "Implementation Rules", the sponsor and the issuer believe that everyone life is a subsidiary of a large insurance company with long-term investment willingness and is eligible for strategic placement.

4. the relationship with the issuer and the sponsor (lead underwriter)

According to the verification and confirmation of Everyone Life, there is no relationship between Everyone Life and the issuer and the sponsor (lead underwriter).

5, participate in the subscription of the source of funds

All Life's sources of funds for subscribing for the shares of this strategic placement are all its own funds, which are not insurance liability reserves, fiduciary funds or other types of funds raised and managed, and such own funds are in line with its investment direction. There is no situation where other investors are entrusted or entrusted to participate in this strategic placement.

6, locking period

The holding period of the shares obtained by everyone life insurance in this placement is 12 months from the date of the issuer's initial public offering and listing on the gem. After the expiration of the sales restriction period, the reduction of our life insurance shall be subject to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on share reduction.

7, participate in this strategic placement there is no transfer of benefits

Everyone Life is a subsidiary of a large insurance company with long-term investment willingness. The actual controller is the Ministry of Finance. Everyone Life is qualified for strategic placement, which meets the provisions of Item (II) of Article 38 of the Implementation Rules. There is no relationship between our life insurance company and the issuer and the sponsor (lead underwriter). We will not participate in the preliminary inquiry of this issue, and promise to subscribe for the number of shares it promises to subscribe according to the issue price determined by the issuer and the sponsor (lead underwriter). The source of funds for subscribing for the strategic placement shares is its own funds, There is no situation that other investors are entrusted or entrusted to participate in the strategic placement. The participation of Everyone Life in the strategic placement does not have the prohibitive circumstances stipulated in Article 39 of the "Implementation Rules" and does not involve the transfer of benefits.

(IV) China Insurance Investment Fund

1, the basic situation

Upon verification, the China Insurance Investment Fund is a limited partnership established and validly subsisting within the territory of China in accordance with the law, and there are no circumstances under which it is required to be terminated in accordance with relevant laws and regulations and the provisions of the partnership agreement. China Insurance Investment Fund has gone through the formalities of filing and registration of private equity funds in accordance with the Securities Investment Fund Law of the the People's Republic of China People's Republic of China, the regulations on the Supervision and Administration of Private Investment funds, the measures for Registration of Private Investment Fund managers and Fund filing (for trial implementation), and the requirements of the China Securities Investment Fund Industry Association. The filing code is SN9076, and the filing date is May 18, 2017. China Insurance Investment Fund is a private investment fund established in China in accordance with the law and effectively surviving, and the subject qualification is legal and valid.

2, capital contribution structure and actual controller

According to the "Business License", partnership agreement and other information provided by China Insurance Investment Fund and the confirmation of China Insurance Investment Fund, as of the date of this verification report, the partners of China Insurance Investment Fund are as follows:

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