Verification Opinion on the Listing and Circulation of Restricted Shares Prior to the IPO of Haojiang Intelligent
Beijing Securities Co., Ltd. (hereinafter referred to as "Beijing Securities" or "Sponsor") has acted as the sponsor for the initial public offering (IPO) of Qingdao Haojiang Intelligent Technology Co., Ltd. (hereinafter referred to as "Haojiang Intelligent" or "Company"). Through obtaining the company's capital structure table, details of restricted shares, and other relevant documents, the sponsor has conducted a verification of the listing and circulation of shares issued prior to the IPO. The specific circumstances are as follows:
I. Overview of Shares to be Listed and Circulated
With the approval of the China Securities Regulatory Commission regarding the registration of the IPO of Qingdao Haojiang Intelligent Technology Co., Ltd. (Approval No. [2023] 625), the company has issued 45,300,000 shares of RMB ordinary shares (A shares) with a par value of RMB 1.00 per share, which were listed for trading on the Shenzhen Stock Exchange on June 9, 2023. Before the IPO, the total share capital of the company was 135,900,000 shares, and after the IPO, the total share capital became 181,200,000 shares. Among these, the number of shares without circulation restrictions or lock-up arrangements is 42,964,707 shares, accounting for 23.7112% of the total share capital after issuance; the number of shares with circulation restrictions and lock-up arrangements is 138,235,293 shares, accounting for 76.2888%. On December 11, 2023, the company will list and circulate 2,335,293 shares from the offline placement of the IPO, which accounts for 1.2888% of the company's total share capital at that time. For specific details, please refer to the company's announcement on December 6, 2023, regarding the listing and circulation of restricted shares from the offline placement (Announcement No. 2023-061). On June 11, 2024, a portion of the restricted shares issued prior to the IPO will be listed and circulated, totaling 22,400,000 shares, which accounts for 12.3620% of the company's total share capital at that time. For specific details, please refer to the company's announcement on June 5, 2024, regarding the listing and circulation of a portion of shares issued prior to the IPO (Announcement No. 2024-040).
II. Changes in Share Capital as of the Date of This Verification Opinion
As of the date of this verification opinion, the company's total share capital is 182,010,000 shares, of which the number of restricted circulation shares/non-circulation shares is 113,800,825 shares (including 113,500,000 shares from the IPO and 300,825 shares locked by executives), accounting for 62.5245% of the total share capital. The number of unrestricted circulation shares is 68,209,175 shares, accounting for 37.4755% of the total share capital. The restricted shares listed for circulation this time belong to shares issued prior to the IPO, totaling 113,500,000 shares, accounting for 62.3592% of the total share capital. The number of shareholders releasing the lock-up period is 6, and the lock-up period is 36 months from the date of the company's IPO and listing (i.e., from June 9, 2023, to June 8, 2026). The lock-up period for these shares will expire on June 8, 2026, and they will be listed for circulation on June 9, 2026.