Introduction
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities," "the Sponsor," or "the Lead Underwriter") is responsible for the special verification report regarding the strategic placement of shares for Hangzhou Gaote Electronics Co., Ltd. (hereinafter referred to as "Gaote Electronics," "the Issuer," or "the Company") in its initial public offering (IPO) and listing on the Growth Enterprise Market (GEM).
Approval and Authorization for the Issuance and Listing
(1) Approval by the Issuer's Board of Directors
On January 9, 2024, the Issuer convened the 13th meeting of its third board of directors, which reviewed and approved the proposal for the initial public offering of ordinary shares (A shares) and listing on the GEM. On March 20, 2025, the Issuer held the 17th meeting of its third board of directors, which reviewed and approved the proposal to amend the initial public offering plan. On October 9, 2025, the Issuer convened the third meeting of its fourth board of directors, which approved the extension of the validity period of the resolutions related to the initial public offering for an additional 12 months, until January 27, 2027.
(2) Approval by the Issuer's Shareholders
On January 28, 2024, the Issuer held its first extraordinary general meeting of 2024, which reviewed and approved the proposal for the initial public offering of ordinary shares (A shares) and listing on the GEM. The resolutions from this meeting are valid for 24 months from the date of approval.
(3) Review by the Shenzhen Stock Exchange and the China Securities Regulatory Commission
On January 13, 2026, the Shenzhen Stock Exchange published the results of its first review meeting, confirming that Gaote Electronics met the issuance and listing conditions. On February 6, 2026, the China Securities Regulatory Commission issued its approval for the registration of the initial public offering.
(4) Approval for Participation in Strategic Placement
On February 25, 2026, the Issuer convened the fifth meeting of its fourth board of directors, which approved the establishment of special asset management plans for certain senior management and key employees to participate in the strategic placement of shares.
Basic Information on the Strategic Placement
(1) Issuance Quantity
Before this issuance, the total share capital of the Company was 36 million shares. The proposed public offering will issue 12 million new shares, with the total share capital increasing to 48 million shares post-offering. The initial strategic placement quantity is set at 3.6 million shares, accounting for 30% of the issuance.
(2) Strategic Placement Targets
The strategic placement investors include:
- Special asset management plans established by the Issuer's senior management and key employees.
- Large enterprises with strategic cooperation relationships with the Issuer, totaling seven companies.
- Subsidiaries of the sponsor participating in follow-on investments.
(3) Scale of Strategic Placement
- The asset management plans for senior management and key employees intend to subscribe for no more than 1.2 million shares, not exceeding 10% of the public offering.
- Large enterprises with strategic cooperation relationships intend to subscribe for amounts not exceeding 200 million yuan.
- Subsidiaries of the sponsor will participate in the strategic placement for no more than 600,000 shares.
(4) Compliance with Regulations
The number of strategic placement investors and the arrangement of strategic placement ratios comply with the relevant regulations, ensuring that the total number of investors does not exceed 35 and that the total shares allocated do not exceed 30% of the public offering.
(5) Restrictions on Participation
Investors participating in the strategic placement are prohibited from participating in both online and offline offerings, with exceptions for certain public funds and social security funds.