Huafu Securities Co., Ltd.
Audit Opinion on the Lifting of Lock-up and Listing of Shares Previously Issued by Shanghai Zhenlan Instrument Technology Co., Ltd.
Huafu Securities Co., Ltd. (hereinafter referred to as the "Sponsor" or "Huafu Securities"), as the sponsor of the initial public offering and listing of Shanghai Zhenlan Instrument Technology Co., Ltd. (hereinafter referred to as "Zhenlan Instrument" or the "Company"), in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "Shenzhen Stock Exchange GEM Stock Listing Rules," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 13—Sponsorship Business," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 2—GEM Listed Company Governance Operations," and other relevant regulations, has conducted a prudent review of the lifting of lock-up restrictions and listing of previously issued shares by Zhenlan Instrument. The audit opinion is as follows:
I. Overview of Shares Issued Before the Initial Public Offering
With the approval of the China Securities Regulatory Commission's "Approval on the Registration of Shanghai Zhenlan Instrument Technology Co., Ltd.'s Initial Public Offering of Shares" (Zhengjian Xuke [2022] No. 2326), the Company publicly issued 73,000,000 ordinary shares of RMB (A shares) and was listed on the GEM of the Shenzhen Stock Exchange on February 20, 2023.
The total share capital of the Company before the initial public offering was 219,000,000 shares, and the total share capital after the issuance was 292,000,000 shares. Among them, non-tradable shares were 69,237,698 shares, accounting for 23.71% of the total share capital after issuance; tradable shares with lock-up restrictions were 222,762,302 shares, accounting for 76.29% of the total share capital after issuance. On August 21, 2023 (Monday), the offline placement restricted shares of the Company's initial public offering were listed and circulated. The number of shares with lifted lock-up restrictions was 3,762,302 shares, accounting for 1.29% of the total share capital after issuance.
On May 13, 2024, the Company's 2023 Annual General Meeting of Shareholders deliberated and approved the "Proposal on the 2023 Annual Profit Distribution and Capital Reserve Transfer to Share Capital Plan." Capital reserves were transferred to share capital at a ratio of 4 shares for every 10 shares held, totaling 116,800,000 shares. After the transfer, the Company's total share capital changed from 292,000,000 shares to 408,800,000 shares. The Company completed its 2023 equity distribution on June 7, 2024. The Company's share capital change before and after the capital reserve transfer to share capital is as follows:
| Project | Shares Before Transfer (shares) | Shares Transferred (shares) | Shares After Transfer (shares) |
|---|---|---|---|
| Before Initial Public Offering | 219,000,000 | 87,600,000 | 306,600,000 |
| Initial Public Offering | 73,000,000 | 29,200,000 | 102,200,000 |
| Total | 292,000,000 | 116,800,000 | 408,800,000 |
According to relevant regulations and shareholder commitments, the lock-up period for all 14 shareholders who held shares before the Company's initial public offering is 36 months from the date of the initial public offering and listing. In addition, because the closing price of the Company's stock was below the offering price of 26.80 yuan/share for 20 consecutive trading days within 6 months after listing, the commitment to extend the lock-up period by 6 months was triggered. The lock-up period for the 14 shareholders applying for lock-up removal this time is 42 months from the date of the Company's stock listing.
As of the date of this audit opinion, the Company's total share capital is 408,800,000 shares, of which non-tradable shares are 102,111,650 shares, accounting for 24.98% of the total share capital. Shares with circulation restrictions and lock-up arrangements are 306,688,350 shares, accounting for 75.02% of the total share capital.