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熵基科技: 瑞银证券有限责任公司关于熵基科技股份有限公司首次公开发行前已发行的部分股份上市流通的核查意见

Core Viewpoint - The report from UBS Securities provides a thorough verification opinion regarding the listing and circulation of certain shares of Entropy Technology Co., Ltd. prior to its initial public offering (IPO) on the ChiNext board, confirming compliance with relevant regulations and shareholder commitments [1][5][11]. Summary by Sections 1. IPO and Share Capital Changes - The company issued 37,123,013 shares during its IPO, increasing the total share capital from 111,369,038 shares to 148,492,051 shares as of August 17, 2022 [1]. - Following the 2022 annual general meeting, the company approved additional shares, leading to a total share capital of 193,039,666 shares by May 31, 2023, and further changes due to stock incentives and capital increases [2]. 2. Share Capital Structure Post-Listing - As of the verification date, the total share capital stands at 235,351,550 shares, with 143,654,627 shares under lock-up conditions, representing 61.04% of the total [3]. - The upcoming release of 22,217,948 shares from lock-up will occur on August 18, 2025, accounting for 9.44% of the current total share capital [3][11]. 3. Shareholder Commitments and Compliance - Five shareholders have made commitments regarding the lock-up of their shares, agreeing to a four-batch release schedule over four years, with strict adherence to these commitments [4][8]. - The shareholders have confirmed compliance with their commitments, ensuring no violations that would affect the release of shares [11]. 4. Listing and Circulation Arrangements - The report outlines the arrangements for the release of locked shares, confirming that the shares are not subject to pledges or freezes, and that the release aligns with regulatory requirements [11][12]. - The share structure before and after the release indicates a shift in the proportion of restricted and unrestricted shares, with the total share capital remaining unchanged at 235,351,550 shares [13]. 5. Verification Opinion - UBS Securities concludes that the application for the release of restricted shares meets all legal and regulatory requirements, and expresses no objections to the planned listing and circulation of these shares [11].