Guotai Junan Securities Co., Ltd.
Regarding Legeer Smart Equipment Co., Ltd.'s Lifting of Lock-up for Shares Issued to Specific Targets
Verification Opinion
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan" or "Sponsor") is the sponsor for Legeer Smart Equipment Co., Ltd. (hereinafter referred to as "Legeer Shares" or "Company") for its issuance of shares to specific targets. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "Shenzhen Stock Exchange GEM Stock Listing Rules," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2 - Norms for the Operation of GEM Listed Companies," and other relevant laws, regulations, and normative documents, Guotai Junan has prudently reviewed the matter of the lifting of lock-up for shares issued to specific targets by Legeer Shares in 2024. The specific review situation and opinions are as follows:
I. Issuance and Share Capital Change Situation for the Current Lifting of Lock-up
(I) Overview of the Shares to be Unlocked in This Batch
According to the resolutions of the Company's 18th Board of Directors meeting on June 26, 2023, the first extraordinary general meeting of shareholders on July 14, 2023, the 29th Board of Directors meeting on May 16, 2024, and the second extraordinary general meeting of shareholders on June 3, 2024, and with the approval and registration of the China Securities Regulatory Commission (Document No. 2023) 2919, the Company applied to issue 26,666,666.00 shares of RMB ordinary shares (A shares) to specific targets at an issuance price of RMB 15 per share, with a total raised capital of RMB 399,999,990.00. After deducting total issuance expenses of RMB 7,132,329.53 (excluding VAT), the net raised capital was RMB 392,867,660.47. As of October 17, 2024, the aforementioned raised capital has been remitted to the Company's special account for raised capital supervision by Guotai Junan Securities Co., Ltd., after deducting underwriting and sponsorship fees of RMB 5,935,999.86 (including VAT). The receipt of funds has been verified by KPMG Huazhen Certified Public Accountants (Special General Partnership), which issued an audit report with the number Huazhen Audit [2024] No. 2400562.
The shares issued to specific targets were listed on the Shenzhen Stock Exchange on November 1, 2024. The shares subscribed by 7 issuing targets, totaling 23,333,333 shares, are subject to a lock-up period of six months from the listing date and cannot be transferred. The lock-up period has expired, and these shares were unlocked and became tradable on May 6, 2025. The shares subscribed by Xiang Lehong, the Company's actual controller, totaling 3,333,333 shares, are subject to an 18-month lock-up period from the listing date and are about to expire, constituting the shares to be unlocked in this batch.
(II) Changes in Company Share Capital After Listing of Shares Issued to Specific Targets
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From April 27, 2021, Legeer convertible bonds began to be converted into shares. From November 1, 2024, to April 29, 2026, a total of 570 convertible bonds were converted into company shares, with a conversion volume of 1,722 shares, increasing the share capital by 1,722 shares.
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From November 1, 2024, to April 24, 2026, the second vesting period of the reserved portion of the Company's 2021 restricted stock incentive plan will be vested, increasing the share capital by 303,063 shares.
In summary, as of April 29, 2026, the Company's total share capital will be 341,613,405 shares, of which shares with lock-up conditions will be 13,528,940 shares, accounting for 3.96% of the total share capital; shares without lock-up conditions will be 328,084,465 shares, accounting for 96.04% of the total share capital.
II. Fulfillment of Commitments by Shareholder Xiang Lehong for the Lifting of Lock-up