广立微: 中国国际金融股份有限公司关于杭州广立微电子股份有限公司首次公开发行前已发行股份上市流通的核查意见

Core Viewpoint - The report outlines the verification opinion of China International Capital Corporation regarding the listing and circulation of pre-IPO shares of Hangzhou Guangli Microelectronics Co., Ltd, confirming compliance with relevant regulations and the fulfillment of shareholder commitments [1][19]. Group 1: IPO and Share Capital Changes - The company completed its initial public offering (IPO) of 50 million shares, approved by the China Securities Regulatory Commission, and listed on the Shenzhen Stock Exchange on August 5, 2022, resulting in a total share capital of 200 million shares [1]. - After the IPO, the total share capital is 200,281,088 shares, with 160,104,687 shares subject to trading restrictions, accounting for 80.05% of the total, and 39,895,313 shares being freely tradable [1]. Group 2: Shareholder Commitments for Share Lock-up - Four shareholders applied for the lifting of share lock-up, including Hangzhou Guangli Equity Investment Co., Ltd., and commitments were made to not transfer or manage shares for 36 months post-listing [2][3]. - If the closing price falls below the IPO price at the end of the six-month period post-listing, the lock-up period will automatically extend for an additional six months [3][4]. Group 3: Share Reduction Commitments - Shareholders committed to a gradual reduction of shares post-lock-up, with a maximum of 25% of their holdings allowed to be sold in the first year after the lock-up period [5][6]. - Any reduction in share price below the IPO price within two years post-lock-up will result in adjustments to the reduction price and quantity [7][8]. Group 4: Measures for Stabilizing Share Price - The company will implement measures to stabilize share prices if the stock price falls below the latest audited net asset value for 20 consecutive trading days within three years of listing [9][10]. - The stabilization measures include share buybacks and potential increases in holdings by controlling shareholders, subject to regulatory compliance [11][12]. Group 5: Compliance and Verification - The verification by the sponsor institution confirms that the lifting of share restrictions complies with relevant regulations and that the disclosures made by the company are accurate and complete [19].