Verification Opinion of Guolian Minsheng Securities on the Listing and Circulation of Certain Shares of Shenzhen Youyou Green Energy Co., Ltd.
Guolian Minsheng Securities Co., Ltd. (hereinafter referred to as the "Sponsoring Institution") is the sponsor for the initial public offering (IPO) of Shenzhen Youyou Green Energy Co., Ltd. (hereinafter referred to as "Youyou Green Energy" or "the Company"). In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship," the "Shenzhen Stock Exchange GEM Listing Rules," and the "Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies," as well as other relevant laws, regulations, and normative documents, the Sponsoring Institution has conducted a prudent review of the listing and circulation of certain pre-IPO shares and strategic placement shares, and hereby issues the following opinions:
I. Overview of the IPO Shares and Subsequent Changes in Capital
The Company’s IPO has been registered and approved by the China Securities Regulatory Commission under document "Zheng Jian Xu Ke [2025] No. 466." The Company issued 10,500,000 ordinary shares (A shares) and commenced trading on the Shenzhen Stock Exchange on June 5, 2025. After the completion of the IPO, the total share capital of the Company is 42,000,000 shares, of which 8,164,562 shares are unrestricted circulating shares, accounting for 19.44% of the total share capital post-issuance. The number of shares with circulation restrictions or lock-up arrangements is 33,835,438 shares, accounting for 80.56% of the total share capital post-issuance. As of the date of this announcement, due to the completion of the first exercise period of the 2022 stock option incentive plan, the number of exercised shares is 53,128, increasing the total share capital to 42,053,128 shares. For specific details, please refer to the announcement titled "Announcement on the Results of the First Exercise Period of the 2022 Stock Option Incentive Plan and the Listing of Shares" disclosed by the Company on November 14, 2025, on the Giant Tide Information Network (www.cninfo.com.cn) (Announcement No. 2025-048). The Company’s offline placement restricted shares of 438,119 shares will be listed and circulated on December 5, 2025. For specific details, please refer to the announcement titled "Notice on the Listing and Circulation of Offline Placement Restricted Shares" disclosed by the Company on December 3, 2025, on the Giant Tide Information Network (Announcement No. 2025-049). As of the date of this announcement, the total share capital of the Company is 42,053,128 shares, of which the number of restricted shares is 33,450,447 shares, accounting for 79.54% of the total share capital; the number of unrestricted shares is 8,602,681 shares, accounting for 20.46%. The shares to be released from restrictions include certain pre-IPO shares and strategic placement shares, with a total of 15 shareholders involved, and the number of shares to be released from restrictions is 8,806,319 shares, accounting for 20.94% of the total share capital of the Company.
II. Compliance of Shareholders with Commitments for Lifting Restrictions
The shares to be released from restrictions this time correspond to certain pre-IPO shares and strategic placement shares, involving a total of 15 shareholders, with a total of 8,806,319 shares to be released from restrictions. Among them, the pre-IPO shares correspond to 10 shareholders, with a total of 6,909,000 shares to be released; the strategic placement shares correspond to 5 shareholders, with a total of 1,897,319 shares to be released. The shareholders applying for the lifting of restrictions have adhered to the commitments made in the Company's "Prospectus for the Initial Public Offering of Shares and Listing on the GEM" and the "Announcement on the Listing of Shares for the Initial Public Offering." The shareholders applying for the lifting of restrictions are subject to the following lock-up arrangements: