Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or "the Sponsor") is the sponsor for the initial public offering (IPO) and listing of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "Bofei Electric," "the Issuer," or "the Company"). In accordance with the "Regulations on the Management of Securities Issuance and Listing Sponsorship," "Shenzhen Stock Exchange Listing Rules," and "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange," Caitong Securities has conducted a verification of the listing and circulation of shares issued prior to the IPO of Bofei Electric. The specific verification situation is as follows:
I. Overview of Shares Issued Before the IPO
(1) Situation of Shares Issued in the IPO
According to the China Securities Regulatory Commission's approval (Zheng Jian Xu Ke [2022] No. 1715) for the IPO of Zhejiang Bofei Electric Co., Ltd., the company issued 20,000,000 ordinary shares (A shares). With the approval from the Shenzhen Stock Exchange (Shenzhen Stock Exchange Notice [2022] No. 970), the company was listed on September 30, 2022. Before the IPO, the total share capital of the company was 60,000,000 shares, which changed to 80,000,000 shares after the issuance.
(2) Changes in Share Capital After Listing
On June 12, 2025, the company disclosed the completion of the registration of restricted stock grants under the 2025 Restricted Stock Incentive Plan, resulting in an increase in total shares from 80,000,000 to 81,284,000 shares. As of the date of this verification opinion, the total share capital of the company is 81,284,000 shares, of which 62,728,000 shares are subject to trading restrictions, accounting for 77.1714% of the total share capital; 18,556,000 shares are unrestricted, accounting for 22.8286%. The number of shares issued before the IPO that remain under lock-up is 60,000,000 shares, accounting for 73.8153% of the total share capital.
II. Shareholders' Commitment to Lifting Share Restrictions
A total of 8 shareholders are applying for the lifting of share restrictions, including Jiaxing Bofei Holdings Co., Ltd. (hereinafter referred to as "Bofei Holdings"), Haining Yunge Investment Partnership (Limited Partnership) (hereinafter referred to as "Yunge Investment"), Haining Jucheng Investment Partnership (Limited Partnership) (hereinafter referred to as "Jucheng Investment"), Ling Li, Lu Yunfeng, Ningbo Huayu Private Equity Investment Fund Management Co., Ltd. (formerly known as "Ningbo Zhongche Equity Investment Fund Management Co., Ltd." hereinafter referred to as "Ningbo Huayu"), Jiaxing Yongzheng Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Yongzheng Investment"), and Hangzhou Shangyan Keling Private Fund Management Co., Ltd. (hereinafter referred to as "Shangyan Keling"). The shareholders applying for the lifting of share restrictions made commitments in the "Prospectus for the Initial Public Offering of Shares" and the "Listing Announcement for the Initial Public Offering of Shares," as detailed below:
(1) Commitments Regarding Share Trading Restrictions and Voluntary Lock-up
- Commitment of the Controlling Shareholder The controlling shareholder Bofei Holdings commits: "Within 36 months from the date of the issuer's stock listing, our company will not transfer or entrust others to manage the shares held directly or indirectly before the issuer's public offering, nor will the issuer repurchase those shares. If the closing price of the issuer's stock is lower than the issue price for 20 consecutive trading days within 6 months after the issuer's stock listing, or if the closing price at the end of 6 months (March 31, 2023, or the next trading day if that day is not a trading day) is lower than the issue price, the lock-up period for the shares held by our company will be automatically extended by 6 months. If our company reduces its holdings of shares within 2 years after the lock-up period expires, the selling price will not be lower than the issue price. This commitment will be supplemented if the China Securities Regulatory Commission or its dispatched agencies or the Shenzhen Stock Exchange issues other regulatory provisions that cannot be met by this commitment. If our company fails to fulfill the above commitments, the proceeds from the reduction of relevant shares will belong to the issuer."