Huatai United Securities Co., Ltd.
Regarding the Audit Opinion on the Lifting of Lock-up for Pre-IPO Shares of Nanjing Wavelength Optoelectronics Co., Ltd.
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "the Sponsor"), as the sponsor for Nanjing Wavelength Optoelectronics Co., Ltd. (hereinafter referred to as "Wavelength Optoelectronics" or "the Company") during the continuous supervision phase of its initial public offering of shares and listing on the ChiNext market, has conducted a thorough and prudent review of the matters related to the lifting of lock-up for a portion of the pre-IPO issued shares of Wavelength Optoelectronics in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "ChiNext Market Stock Listing Rules" of the Shenzhen Stock Exchange, and the "Sponsor Business Supervision Guidelines No. 13" of the Shenzhen Stock Exchange, and hereby issues this audit opinion. The specific details are as follows:
I. Overview of Pre-IPO Issued Shares
Upon the approval of the registration for the initial public offering of shares by the China Securities Regulatory Commission (Approval No. [2023]1252), the Company was permitted to issue 28,930,000 ordinary shares (A shares) to the public, and was listed on the ChiNext market of the Shenzhen Stock Exchange on August 23, 2023. After the completion of the initial public offering, the Company's total share capital was 115,718,000 shares. Among these, 88,280,315 shares were subject to circulation restrictions or lock-up arrangements, accounting for 76.29% of the total share capital after issuance. Shares without circulation restrictions or lock-up arrangements amounted to 27,437,685 shares, accounting for 23.71% of the total share capital after issuance.
As of the date of this audit opinion, the Company's total share capital is 115,718,000 shares. Among these, 69,409,515 shares are subject to circulation restrictions or lock-up arrangements, accounting for 59.98% of the total share capital. Shares without circulation restrictions or lock-up arrangements amount to 46,308,485 shares, accounting for 40.02% of the total share capital.
The restricted shares to be listed and circulated are pre-IPO restricted shares. The number of shares applying for the lifting of lock-up is 68,868,390 shares, accounting for 59.51% of the total share capital. The lock-up period is 36 months from the date of the Company's initial public offering and listing on the Shenzhen Stock Exchange. The listing and circulation date is August 24, 2026 (Monday).
II. Shareholders' Fulfillment of Commitments Regarding the Lifting of Lock-up
As of the date of this audit opinion, the shareholders applying for the lifting of lock-up have strictly fulfilled their commitments (including legal commitments, commitments made in the issuance and listing documents, commitments made during the Company's acquisition and equity changes, and other commitments subsequently added by shareholders) within the lock-up period. There are no unfulfilled commitments that affect the listing and circulation of these restricted shares. For the specific content of the relevant commitments, please refer to the attachment "Specific Content of Commitments Made by Shareholders Applying for the Lifting of Lock-up."
As of the date of this audit opinion, the shareholders applying for the lifting of lock-up have not engaged in non-operational occupation of the listed company's funds, and the Company has not provided any illegal guarantees for them.
III. Arrangements for the Listing and Circulation of Shares Subject to Lifting of Lock-up
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The listing and circulation date for the shares subject to the lifting of lock-up is August 24, 2026 (Monday).
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The number of shares applying for the lifting of lock-up is 68,868,390 shares, accounting for 59.51% of the total share capital.
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The number of shareholders applying for the lifting of lock-up is 4.
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The specific details of the lifting of lock-up and listing of shares are as follows: