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国泰君安君享悍高集团1号战略配售集合资产管理计划
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悍高集团: 国泰海通证券股份有限公司关于参与战略配售投资者的专项核查报告
Zheng Quan Zhi Xing· 2025-07-17 13:15
Core Viewpoint - Hanhigh Group Co., Ltd. is planning to conduct an initial public offering (IPO) of its shares and list on the main board in China, with strategic placement involving its senior management and core employees participating through a dedicated asset management plan [1][2][3]. Approval and Authorization - The board of directors and the shareholders' meeting of Hanhigh Group have approved the application for the IPO of RMB ordinary shares (A shares) [2][3]. - The Shenzhen Stock Exchange and the China Securities Regulatory Commission have reviewed and approved the IPO, confirming that Hanhigh Group meets the issuance and listing conditions [2][3]. Strategic Placement Details - The total number of shares to be publicly issued is 40.01 million, accounting for 10% of the total shares post-issuance, with no existing shareholders selling shares [2][3]. - The initial strategic placement amount is set at 4.001 million shares, which is 10% of the total issuance, with a maximum subscription amount of RMB 75 million [3][4]. Participants in Strategic Placement - The strategic placement will involve a dedicated asset management plan established by Hanhigh Group's senior management and core employees, named "Junxiang 1 Asset Management Plan" [3][5]. - The participants in the Junxiang 1 Asset Management Plan include senior management and core employees of Hanhigh Group, with the total investment amounting to RMB 75 million [5][11]. Compliance and Regulations - The selection criteria for strategic placement investors comply with relevant regulations, ensuring that the number of investors does not exceed 10 and that the placement does not exceed 20% of the total issuance [4][5]. - The lock-up period for shares acquired through the strategic placement is set at 12 months from the date of listing [4][14]. Legal and Regulatory Review - The legal counsel for the main underwriter has confirmed that the selection standards and qualifications for strategic placement investors are in accordance with applicable laws and regulations [15]. - The underwriter has also verified that there are no prohibitive conditions as outlined in the regulations regarding the strategic placement of shares [15].
悍高集团: 国浩律师(上海)事务所关于参与战略配售投资者核查事项的法律意见书
Zheng Quan Zhi Xing· 2025-07-17 13:15
Core Viewpoint - The legal opinion issued by Grandall Law Firm (Shanghai) confirms the compliance of Hanhigh Group Co., Ltd.'s strategic placement of shares during its initial public offering (IPO) with relevant regulations and standards [1][10][19] Group 1: Strategic Investor Overview - The strategic investors for Hanhigh Group's IPO include senior management and core employees participating through a special asset management plan named "Guotai Junan Junxiang Hanhigh Group No. 1 Strategic Placement Collective Asset Management Plan" [4][9] - The total number of shares allocated for this strategic placement is 4,001,000 shares, representing 10% of the total shares issued in the IPO, with a maximum subscription amount of 75 million yuan [13][14] Group 2: Compliance and Legal Framework - The legal opinion is based on the Securities Law, Management Measures, Registration Measures, Implementation Rules, and other relevant regulations, ensuring that the strategic investors meet the selection criteria and qualifications [2][10][16] - The asset management plan has been legally established and registered with the China Securities Investment Fund Industry Association, complying with the regulations set forth by the China Securities Regulatory Commission [10][17] Group 3: Investor Selection and Funding Sources - The selection criteria for strategic investors include strong financial capability and recognition of the issuer's long-term investment value, with all participating investors being senior management or core employees of Hanhigh Group [15][16] - The funds used for the investment in the strategic placement come from the personal assets of the participants, ensuring no improper benefits are transferred between the investors and the issuer [11][17] Group 4: Strategic Placement Agreement - A strategic placement agreement has been signed between the issuer and the selected investors, detailing subscription amounts, payment terms, and rights and obligations of both parties [18][19] - The agreement complies with the Civil Code of the People's Republic of China and other legal requirements, ensuring its legality and effectiveness [19]