Verification Opinions
Guotai Junan Securities Co., Ltd. (hereinafter referred to as the "Sponsor") is the sponsor for the initial public offering (IPO) of Jujiao New Materials Co., Ltd. (hereinafter referred to as "Jujiao" or "the Company") and has conducted a prudent review of the listing and circulation of certain shares issued prior to the IPO in accordance with relevant regulations, including the "Regulations on the Management of Securities Issuance and Listing Sponsorship Business," the "Shenzhen Stock Exchange GEM Listing Rules," and the "Self-Regulatory Guidelines for Listed Companies No. 13 - Sponsorship Business."
1. Overview of Shares Issued Before the IPO
With the approval of the China Securities Regulatory Commission (CSRC) regarding the registration of Jujiao's IPO (CSRC Permit [2022] No. 952), and with the consent of the Shenzhen Stock Exchange, the Company issued 20 million ordinary shares (A shares) and was listed on the GEM on September 2, 2022. After the completion of the IPO, the total share capital of the Company is 80 million shares, of which 61,033,487 shares are subject to trading restrictions or lock-up arrangements, accounting for 76.29% of the total share capital post-issuance; 18,966,513 shares are unrestricted, accounting for 23.71%.
On March 2, 2023, 1,033,487 shares from the offline placement of the IPO were listed and circulated, accounting for 1.29% of the total share capital at that time. For details, please refer to the announcement disclosed by the Company on February 28, 2023, on the Giant Tide Information Network (www.cninfo.com.cn) titled "Notice on the Listing and Circulation of Restricted Shares from the Offline Placement of the IPO" (Announcement No.: 2023-002).
On September 15, 2023, 24,394,215 shares issued before the IPO were listed and circulated, accounting for 30.49% of the total share capital at that time. For details, please refer to the announcement disclosed by the Company on September 13, 2023, on the Giant Tide Information Network (www.cninfo.com.cn) titled "Notice on the Listing and Circulation of Certain Shares Issued Before the IPO" (Announcement No.: 2023-043).
On March 4, 2024, 4,273,055 shares issued before the IPO were listed and circulated, accounting for 5.34% of the total share capital at that time. For details, please refer to the announcement disclosed by the Company on February 29, 2024, on the Giant Tide Information Network (www.cninfo.com.cn) titled "Notice on the Listing and Circulation of Certain Shares Issued Before the IPO" (Announcement No.: 2024-014).
On May 19, 2025, the Company completed the first vesting registration of the 2023 restricted stock incentive plan, with a total of 417,822 shares vested, increasing the total share capital from 80,000,000 shares to 80,417,822 shares. Apart from this, the Company has not conducted any share issuance, repurchase, or capital reserve conversion that would lead to changes in the total share capital since its listing.
As of the date of this verification opinion, the total share capital of the Company is 80,417,822 shares, of which unrestricted circulating shares are 45,827,057 shares, accounting for 56.99%; restricted circulating shares are 34,590,765 shares (including 31,332,730 shares from the IPO lock-up and 3,258,035 shares from executive lock-up), accounting for 43.01%. The shares being listed and circulated this time are part of the shares issued before the IPO. The number of shares to be released from lock-up is 31,332,730 shares, accounting for 38.96% of the total share capital. The original lock-up period was 36 months from the date of the Company's IPO and listing. According to the commitments made by shareholders before the IPO, if the closing price of the Company's shares is lower than the issue price for 20 consecutive trading days within six months after the listing, or if the closing price at the end of six months is lower than the issue price, the lock-up period will automatically extend by six months, making the lock-up period 42 months from the date of the IPO. This portion of the restricted shares will be released from lock-up on March 2, 2026 (Monday).