Securities code: 688772 Securities abbreviation: Zhuhai Guanyu Announcement No.: 2024-072

Conversion code: 118024 Conversion bond abbreviation: Guanyu conversion bond

Zhuhai Guanyu Battery Co., Ltd

Announcement on the listing and circulation of some restricted shares in the initial public offering

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

The type of listing of this stock is the initial strategic placement of shares (restricted period of 36 months); How to subscribe for shares

Offline, the number of listed shares is 18,288,925 shares. The Company confirms that the number of listed shares in circulation is equal to the total number of strategic placement shares during the lock-up period.

The type of stock listing is the initial offering of restricted shares; The number of shares listed is 338,842,965 shares.

The total number of shares outstanding in this listing is 357,131,890 shares.

The stock will be listed for circulation on October 15, 2024.

1. The types of restricted shares that are listed and circulated this time

According to the China Securities Regulatory Commission's "Regarding Consent to Zhuhai Guanyu

Approval of the registration of the initial public offering of shares of Battery Co., Ltd. (Zheng Jian Xu Xu [2021] No. 2944), Zhuhai Guanyu Battery Co., Ltd. (hereinafter referred to as the "Company" or "Zhuhai Guanyu") issued to the public for the first time

15,5713,578 RMB ordinary shares (A shares) were traded on the Shanghai Stock Exchange on October 15, 2021

Listed on the Science and Technology Innovation Board. The total share capital of the company after the initial public offering of A shares is 112,1855,747 shares, including 101,8169,958 shares with restricted conditions and 103,685,789 shares with unrestricted conditions. Specific

For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on October 14, 2021

Lu's "Announcement on the Listing of Zhuhai Guanyu Battery Co., Ltd. on the Science and Technology Innovation Board for Initial Public Offerings".

The restricted shares in circulation in this listing are part of the strategic placement shares in the initial public offering and part of the restricted shares in the initial public offering, and the lock-up period is 36 months from the date of listing of the company's shares. Among them, the number of strategic placement shares is:

18,288,925 shares, excluding the strategic placement shares, the number of restricted shares outstanding in this listing is 338,842,965 shares. There are 16 restricted shareholders in circulation in this listing, and the total number of restricted shares is 357,131,890 shares, accounting for the total shares of the company

31.68% of the shares, which will be listed and circulated from October 15, 2024.

2. Changes in the number of shares of the company since the formation of the restricted shares listed and circulated

The company was registered in 2022 with the approval of the China Securities Regulatory Commission [2022] No. 2139

On October 24, 30,890,430 convertible corporate bonds, each with a face value of 100, were issued to unspecified objects

yuan, with a total issuance amount of 308,904.30 million yuan, with a term of six years from the date of issuance, that is, from October 24, 2022

to October 23, 2028. The Shanghai Stock Exchange Self-Regulatory Decision [2022] No. 310 is the same

The company's convertible bonds of 308,904.30 million yuan were listed on the Shanghai Stock Exchange on November 17, 2022

Yi, the bond is referred to as "Guanyu Convertible Bond", and the bond code is "118024". According to the relevant regulations and the company's "Prospectus for the Issuance of Convertible Corporate Bonds to Unspecified Objects", the company's "Guanyu convertible bonds" issued by the company

Convertible into shares of the Company from 28 April 2023. April 28, 2023 to September 30, 2024

During the period, the company's total share capital increased by 2,066 shares due to the conversion of convertible bonds into equity.

The company granted a total of 5,428,448 shares to the incentive recipients who met the vesting conditions in the first vesting period of the 2023 restricted stock incentive plan for the first time

partnership) and issued Grant Thornton Xianzi (2024) No. 351C000155 on May 20, 2024

The company completed the vesting registration procedures on May 24, 2024. The total share capital of the company is vested due to this vesting

Registrations increased by 5,428,448 shares.

In summary, as of September 30, 2024, the total share capital of the company has been changed from 1,121,855,747 shares

1,127,286,261 shares.

In addition to the above matters, after the formation of the restricted shares in circulation in this listing until September 30, 2024, the company does not

There may be changes in the number of share capital due to profit distribution and accumulation fund conversion.

3. The relevant commitments of the restricted shares listed and circulated this time

According to the "Prospectus for the Initial Public Offering of Shares of Zhuhai Guanyu Battery Co., Ltd. and Listing on the Science and Technology Innovation Board" and the "Announcement on the Listing of Zhuhai Guanyu Battery Co., Ltd. on the Initial Public Offering of Shares on the Science and Technology Innovation Board", the shareholders who applied for the lifting of the share restriction this time have committed themselves to the listing and circulation of the restricted shares held by them as follows:

1. The commitment of Xu Yanming, the actual controller

(1) The actual controller's commitment on share circulation restrictions and voluntary lock-up is as follows:

1) Within 36 months from the date of listing of the issuer's shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange, I will not transfer or entrust others to manage the shares of the issuer that I directly or indirectly hold before this public offering, nor will the issuer repurchase such shares.

2) Within 6 months after the issuer's listing, if the closing price of the issuer's shares is lower than the issue for 20 consecutive trading days

If the closing price at the end of the 6-month period after listing (or the first trading day after that day) is lower than the issue price, the lock-up period for my holdings of the issuer's shares will be automatically extended for 6 months. If the issuer pays dividends, gives away shares, converts capital reserve into share capital, and other ex-rights and ex-dividends after listing, the aforesaid issue price is the price after ex-rights and dividends.

3) After the expiration of the lock-up period, the number of shares of the issuer transferred each year during my tenure as a director and/or senior management of the issuer shall not exceed 25% of the total number of shares of the issuer held by me; Within half a year after resignation, the issuer's shares held by the employee will not be transferred. If I resign before the expiration of my term of office, I shall also abide by this commitment during the term of office determined at the time of taking office and within 6 months after the expiration of my term of office.

4) During my period as the core technical personnel of the issuer, within 4 years from the date of expiration of the restriction period of the shares held by me before the public offering, the shares of the issuer held by me before the public offering shall not exceed 25% of the total number of shares of the issuer before the public offering held by me at the time of the issuer's public offering, and the reduction ratio can be used cumulatively.

5) If I reduce my holdings of the shares held before the public offering after the expiration of the above-mentioned restriction period, I shall clarify and disclose the control arrangements of the issuer to ensure the continuous and stable operation of the issuer.

6) If the issuer has a material violation of the rules for the listing of stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and touches the criteria for delisting, I undertake not to reduce my holdings of the issuer's shares from the date of the relevant administrative penalty decision or judicial decision to the date of termination of the listing of the issuer's shares.

7) When I reduce my holdings of the issuer's shares, I will strictly abide by the requirements of the "People's Republic of China Company Law", "People's Republic of China Securities Law", "Several Provisions on the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Executives of Listed Companies" and "Implementation Rules for Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange to Reduce Their Shareholdings" and "Implementation Rules for Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange" Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange》

and other relevant provisions of laws and regulations in effect at the time of the reduction.

(2) The actual controller's commitment on shareholding and shareholding reduction intention is as follows:

1) I intend to hold the issuer's shares for a long time. If, after the expiration of the lock-up period, I intend to reduce my shareholdings, I will conscientiously abide by the relevant regulations of the China Securities Regulatory Commission and the stock exchange on shareholder reduction, and prudently formulate a stock reduction plan.

2) If I intend to reduce my holdings of the issuer's shares within two years after the expiration of the lock-up period of the issuer's shares, the reduction price will not be lower than the issue price of the issuer's shares, and I will strictly abide by the relevant laws and regulations of the China Securities Regulatory Commission and the stock exchange to fulfill the information disclosure obligations. If the issuer pays dividends, gives away shares, converts capital reserve into share capital, and other ex-rights and ex-dividends after listing, the above-mentioned issue price is the price after ex-rights and dividends.

3) The manner in which I reduce my shareholding in the issuer shall comply with the provisions of relevant laws, regulations and rules.

2. Commitment of the controlling shareholder and its persons acting in concert

(1) Zhuhai Preda Investment Co., Ltd., the controlling shareholder, and its persons acting in concert with Zhuhai Puruida No. 2 Investment Co., Ltd. (formerly Chongqing Puruida Enterprise Management Co., Ltd.), Zhuhai Huizeming Investment Partnership (Limited Partnership), Zhuhai Jiyu Investment Partnership (Limited Partnership), Zhuhai Jiyu No. 2 Investment Partnership (Limited Partnership), Zhuhai Kaimingda Investment Partnership (Limited Partnership), Zhuhai Pumingda Investment Partnership (Limited Partnership), Zhuhai Puyu Investment Partnership (Limited Partnership), Zhuhai Xuyu Investment Partnership (Limited Partnership) and Zhuhai Zegaopu Investment Partnership (Limited Partnership) have committed the following on the restriction on the circulation of shares and voluntary lock-up:

1) Within 36 months from the date of listing of the issuer's shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the company will not transfer or entrust others to manage the shares of the issuer directly or indirectly held by the company before the public offering, nor will the issuer repurchase such shares.

2) Within 6 months after the issuer's listing, if the closing price of the issuer's shares is lower than the issue for 20 consecutive trading days

If the closing price at the end of the period of 6 months after listing (or the first trading day after that day) is lower than the issue price, the lock-up period for the issuer's shares held by the company will be automatically extended for 6 months. If the issuer pays dividends, gives away shares, converts capital reserve into share capital, and other ex-rights and ex-dividends after listing, the aforesaid issue price is the price after ex-rights and dividends.

3) If the company reduces its holdings of the shares held by the company before the public offering after the expiration of the above-mentioned lock-up period, it shall:

The issuer's control arrangements should be clarified and disclosed to ensure the issuer's continued and stable operation.

4) If the issuer has a material violation of the rules for the listing of stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and touches the delisting criteria, the company undertakes not to reduce its holdings of the issuer's shares from the date of the relevant administrative penalty decision or judicial judgment to the termination of the listing of the issuer's shares.

5) When the company reduces its holdings of the issuer's shares, it will strictly abide by the requirements of the "People's Republic of China Company Law", "People's Republic of China Securities Law", "Several Provisions on the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers of Listed Companies" and "Implementation Rules for Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange to Reduce Their Shareholdings" and "Implementation Rules for Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange". Shanghai Stock Exchange, Science and Technology Innovation Board Listing Rules, and other relevant provisions of laws and regulations in effect at the time of the reduction.

(2) Zhuhai Puruida Investment Co., Ltd., the controlling shareholder, and its persons acting in concert with Zhuhai Puruida No. 2 Investment Co., Ltd., Zhuhai Huizeming Investment Partnership (Limited Partnership), Zhuhai Jiyu Investment Partnership (Limited Partnership), Zhuhai Jiyu No. 2 Investment Partnership (Limited Partnership), Zhuhai Kaimingda Investment Partnership (Limited Partnership), Zhuhai Pumingda Investment Partnership (Limited Partnership), Zhuhai Puyu Investment Partnership (Limited Partnership), Zhuhai Xuyu Investment Partnership (Limited Partnership), Zhuhai Zegaopu Investment Partnership (Limited Partnership) has committed the following on shareholding and shareholding reduction intentions:

1) The company intends to hold the issuer's shares for a long time. If, after the expiration of the lock-up period, the company intends to reduce its shareholdings, it will conscientiously abide by the relevant regulations of the China Securities Regulatory Commission and the stock exchange on shareholder reduction, and prudently formulate a stock reduction plan.

2) If the company intends to reduce its holdings of the issuer's shares within two years after the expiration of the lock-up period of the issuer's shares, the reduction price will not be lower than the issue price of the issuer's shares, and will strictly abide by the relevant laws and regulations of the China Securities Regulatory Commission and the stock exchange to fulfill the information disclosure obligations. If the issuer pays dividends, gives away shares, converts capital reserve into share capital, and other ex-rights and ex-dividends after listing, the above-mentioned issue price is the price after ex-rights and dividends.

3) The manner in which the enterprise reduces its shareholding in the issuer shall comply with the provisions of relevant laws, regulations and rules.

3. Restriction arrangement for strategic placement of shares

Midea Holdings Co., Ltd., Shanghai Yirui Optoelectronics Technology Co., Ltd., Huayou Holding Group Co., Ltd. (formerly Zhejiang Huayou Holding Group Co., Ltd.), Southern Industrial Asset Management Co., Ltd., Shenchi

Electromechanical Co., Ltd. and SAIC Motor Group Co., Ltd. promise to be allotted shares for a restriction period of 36 months from the date of the company's initial public offering and listing. After the expiration of the restriction period, the above-mentioned strategic investors shall be subject to the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shareholdings of the allotted shares.

As of the disclosure date of this announcement, the above-mentioned shareholders have strictly fulfilled the corresponding commitments during the restricted period, and there is no situation that the relevant commitments have not been fulfilled and will affect the listing and circulation of the restricted shares.

4. Occupation of funds by controlling shareholders and their related parties

The company does not have the controlling shareholder and its related parties to occupy funds.

5. Verification opinions of intermediary agencies

After verification, China Merchants Securities Co., Ltd. (hereinafter referred to as the "Sponsor") believes that:

As of the date of the issuance of this verification opinion, the holders of the restricted shares listed and circulated in Zhuhai Guanyu this time have strictly complied with the commitments they made in the company's initial public offering. The number of restricted shares lifted and the time of listing and circulation are in line with the requirements of relevant laws, regulations and normative documents such as the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (Trial) and the Listing Rules for Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. Zhuhai Guanyu's information disclosure related to the restricted shares is true, accurate and complete.

To sum up, the sponsor has no objection to the listing and circulation of some restricted shares in Zhuhai Guanyu's initial public offering.

6. The restricted shares in circulation in this listing

(1) The total number of restricted shares circulating in this listing is 357,131,890 shares

1. The number of strategic placement shares circulating in this listing is 18,288,925 shares, and the restriction period is 36 months.

The Company confirms that the number of listed and outstanding shares is the total number of strategic placement shares during the restricted period.

2. In addition to the strategic placement shares, the number of restricted shares in circulation in this listing is 338,842,965 shares.

(2) The date of this listing and circulation is October 15, 2024

(3) Detailed list of restricted shares listed and circulated:

Preface Holding restricted shares Holding restricted shares accounts for the remaining limit of this listing flow

No. Name of Shareholder Number (Shares) Total Share Capital of the Company Ratio Number of Shares (Shares) Number of Shares Sold

Example (Lots)

Preface Holding restricted shares Holding restricted shares accounts for the remaining limit of this listing flow

No. Name of Shareholder Number (Shares) Total Share Capital of the Company Ratio Number of Shares (Shares) Number of Shares Sold

Example (Lots)

1 Zhuhai Puruida Investment Co., Ltd. 199,973,600 17.74% 199,973,600 0

2 Zhuhai Puruida No. 2 Investment Co., Ltd. 64,235,943 5.70% 64,235,943 0

3 Zhuhai Pumingda Investment Partnership (Limited Partnership) 21,273,200 1.89% 21,273,200 0

4 Zhuhai Jiyu Investment Partnership (Limited Partnership) 20,879,038 1.85% 20,879,038 0

5 Zhuhai Puyu Investment Partnership (Limited Partnership) 8,414,672 0.75% 8,414,672 0

6 Zhuhai Jiyu No. 2 Investment Partnership (Limited Partnership) 8,268,998 0.73% 8,268,998 0

7 Zhuhai Hui Zeming Investment Partnership (Limited Partnership) 7,166,600 0.64% 7,166,600 0

8 Zhuhai Kaimingda Investment Partnership (Limited Partnership) 5,757,800 0.51% 5,757,800 0

9 Zhuhai Zegaopu Investment Partnership (Limited Partnership) 1,745,700 0.15% 1,745,700 0

10 Zhuhai Xuyu Investment Partnership (Limited Partnership) 1,127,414 0.10% 1,127,414 0

11 Midea Holdings Limited 4,812,876 0.43% 4,812,876 0

12 Shanghai Yirui Optoelectronics Technology Co., Ltd. 2,406,437 0.21% 2,406,437 0

13 Huayou Holdings Group Co., Ltd. 2,406,437 0.21% 2,406,437 0

14 Southern Industrial Asset Management Co., Ltd. 4,812,876 0.43% 4,812,876 0

15 Shenchi Electromechanical Co., Ltd. 1,443,862 0.13% 1,443,862 0

16 SAIC Motor Group Co., Ltd. 2,406,437 0.21% 2,406,437 0

Total 357,131,890 31.68% 357,131,890 0

Note: The total share capital of the company is the number of shares as of September 30, 2024.

(4) Listing and circulation of restricted shares:

Serial No. Type of Restricted Shares Number of Shares Circulating in this Listing (Shares) Restricted Period (Months)

1 Strategic placement shares 18,288,925 36

2 Initial restricted shares 338,842,965 36

Total 357,131,890 -

7. Attachment to the online announcement

China Merchants Securities Co., Ltd.'s Verification Opinions on the Listing and Circulation of Certain Restricted Shares in the Initial Public Offering of Zhuhai Guanyu Battery Co., Ltd.

The announcement is hereby made.

Board of Directors of Zhuhai Guanyu Battery Co., Ltd

October 9, 2024