Canadian Solar: Huatai United Securities Co., Ltd.'s verification opinion on the qualifications of shareholders of Canadian Solar Group Co., Ltd. to inquire about the transfer of shares to specific institutional investors
DATE:  Dec 07 2024

Huatai United Securities Co., Ltd

About Canadian Solar, a shareholder of Canadian Solar

Inquire about the transfer of shares from specific institutional investors

Verification opinions on relevant qualifications

(401, Building B7, Qianhai Shenzhen-Hong Kong Fund Town, No. 128, Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen)

Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities") is entrusted by BetaMetric Limited (hereinafter referred to as "Canadian Solar"), shareholders of Canadian Solar Group Co., Ltd. (hereinafter referred to as "Canadian Solar"), and Wuxi Oriza Chongyuan Youneng Venture Capital Partnership (Limited Partnership) (hereinafter collectively referred to as the "Transferor"), to organize and implement the transfer of inquiry from shareholders of Canadian Solar to specific institutional investors before the initial offering (hereinafter referred to as the "Inquiry Transfer").

According to the "Implementation Opinions on the Establishment of the Science and Technology Innovation Board and the Pilot Registration System on the Shanghai Stock Exchange", "Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation)", "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Interim Measures for the Administration of Shareholders Reducing Shareholdings of Listed Companies", "Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Inquiry, Transfer and Placement" (hereinafter referred to as the "Inquiry Transfer and Placement Guidelines") and other relevant regulations, Huatai United Securities will verify the relevant qualifications of shareholders participating in the inquiry and transfer, and issue this verification opinion.

1. The entrustment of the transfer of this inquiry

On October 30, 2024, Huatai United Securities received the entrustment of the transferor regarding the transfer of this inquiry.

Entrust Huatai United Securities Organization to implement this inquiry transfer.

2. Verification of the relevant qualifications of shareholders participating in this inquiry and transfer

(1) Verification process

In accordance with the requirements of relevant laws and regulations, Huatai United Securities has completed the relevant capital of the transferor on December 6, 2024

The verification work included the verification of the industrial and commercial registration documents, company registration documents, and the Letter of Commitment of Shareholders of Listed Companies on the Science and Technology Innovation Board on Shareholder Qualifications and Shareholding Reduction provided by the transferor, and searched through public information channels, and collected relevant verification working papers.

(2) Verification of the situation

1. Beta Metric Limited

(1) Basic information

Company Name: Beta Metric Limited

Place of registration: Hong Kong, China

Registration number 2772031

Date of Establishment: 2018-11-30

Residence Unit 606, 6/FAlliance Bldg, 133 Connaught Rd Central, HK

Main business: Investment holding

Huatai United Securities verified the companies offered by Beta Metric Limited

The registration documents and obtained the "Letter of Commitment from Shareholders of Listed Companies on the Science and Technology Innovation Board on Shareholder Qualifications and Reduction of Shareholdings" issued by Beta Metric Limited (Xinbai Vision Co., Ltd.), Beta Metric Limited (Xinbai Vision Co., Ltd.) does not have the expiration of the business period, the shareholders decide to dissolve, dissolve due to merger or division, the business license is revoked due to violation of laws and regulations or other normative documents, is ordered to close or be revoked, and is declared bankrupt due to failure to pay off due debts, etc. Normative documents and the articles of association of the company stipulate that it shall be terminated. BetaMetric Limited is a legally existing limited company.

(2) Beta Metric Limited has not violated the provisions on the reduction of shares or the commitments made by Beta Metric Limited.

(3) Beta Metric Limited does not have the circumstances that prohibit the reduction of shareholdings as stipulated in the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Shareholders, Directors, Supervisors and Senior Managers Reducing Their Shareholdings. Senior management and core technical personnel, Mr. Ren Yiqiao nominated by BetaMetric Limited as a director of Canadian Solar, and is required to comply with the provisions of Article 6 of the Inquiry Transfer and Placing Guidelines on the Inquiry Transfer Window Period.

(4) The shares to be transferred by BetaMetric Limited are pre-IPO shares, and there is no restriction on rights such as pledge and judicial freezing.

(5) Beta Metric Limited is not a state-owned enterprise and does not violate the relevant regulations on state-owned asset management.

(6) Beta Metric Limited has fulfilled the decision-making procedures related to internal management for the transfer of this inquiry.

BetaMetric Limited (Xinbai Vision Co., Ltd.) is subject to the provisions of Article 6 of the "Inquiry Transfer and Placement Guidelines" on the window period for inquiry transfer, that is, "directors, supervisors and senior executives of science and technology companies

(1) Within 15 days before the announcement of the annual report and semi-annual report of the science and technology company;

(2) Within 5 days before the announcement of the quarterly report, performance forecast, and performance express report of the science and technology company;

(3) From the date of occurrence of a major event that may have a greater impact on the trading price of the company's shares or in the decision-making process, to the date of disclosure in accordance with law;

(4) Other periods stipulated by the China Securities Regulatory Commission and this Institution. ”

In accordance with the above provisions, Huatai United Securities verifies the relevant matters as follows:

(1) Canadian Solar's 2024 Semi-Annual Report was announced on August 22, 2024

The transfer of the inquiry does not involve the circumstances specified in paragraph (1) of Article 6 of the Guidelines for the Transfer and Placement of Quotation;

(2) Canadian Solar's Q3 2024 report was announced on October 29, 2024, therefore

The transfer of this inquiry does not involve the circumstances limited by paragraph (2) of Article 6 of the Guidelines for Inquiry Transfer and Placement;

(3) After verifying the Explanatory Letter issued by Canadian Solar, Canadian Solar stated that it did not have any major events that had occurred or were in the decision-making process that might have a greater impact on the trading price of Canadian Solar's shares, and that it would not plan for major events that might have a greater impact on the trading price of Canadian Solar before the completion of the inquiry transfer, so the inquiry transfer did not involve the circumstances specified in Article 6(3) of the Inquiry Transfer and Placement Guidelines;

(4) After verification, the inquiry transfer does not involve other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange, so the inquiry transfer does not involve the circumstances limited by Article 6 (4) of the "Inquiry Transfer and Placement Guidelines".

2. Wuxi Oriza Chongyuan Youneng Venture Capital Partnership (Limited Partnership)

(1) Basic information

Company name: Wuxi Oriza Chongyuan Youneng Venture Capital Unified Social Credit 91320206MA22B53K9F

Partnership (Limited Partnership) code

Type Limited Partnership Date of Formation 2020-08-31

Registered address: Room 5-1909-7 North, Zhihui Road, Huishan Economic Development Zone, Wuxi

Business Scope General Projects: Venture Capital; Engage in investment activities with its own funds (except for items subject to approval in accordance with the law

In addition, independently carry out business activities with a business license in accordance with the law)

Huatai United Securities verified the industrial and commercial registration documents provided by Wuxi Oriza Chongyuan Youneng Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Oriza Chongyuan") and obtained the "Letter of Commitment from Shareholders of Listed Companies on the Science and Technology Innovation Board on Shareholder Qualifications and Reduction of Shareholdings" issued by it. Circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association of the company due to the declaration of bankruptcy due to the inability to pay off the debts due. Oriza Chongyuan is a legally existing limited partnership.

(2) Oriza Chongyuan did not violate the provisions on the reduction of shareholdings or the commitments made by Oriza Chongyuan.

(3) Oriza Chongyuan does not have any circumstances that prohibit the reduction of shareholdings as stipulated in the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers. Oriza Chongyuan is not the controlling shareholder, actual controller, director, supervisor and senior management of Canadian Solar, and the provisions of Article 6 of the Guidelines on Inquiry Transfer and Placement regarding the inquiry transfer window period are not applicable.

(4) The shares to be transferred by Oriza Chongyuan are pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.

(5) Oriza Chongyuan is not a state-owned enterprise, and there is no violation of the relevant regulations on state-owned asset management.

(6) Oriza Chongyuan's inquiry and transfer have fulfilled the relevant decision-making procedures of internal management.

3. Verification opinions

After verification, Huatai United Securities believes that the transferor participating in the inquiry transfer meets the subject qualifications required by laws and regulations such as the "Inquiry Transfer and Placement Guidelines", and there is no "Inquiry Transfer and Placement Guidelines" Article 11 stipulates: "(1) Whether the shareholders participating in the transfer violate the provisions on share reduction or the commitments they make; (2) Whether the shareholders participating in the transfer have any of the circumstances specified in Articles 5 and 6 of these Guidelines; (3) Whether the shares to be transferred belong to the pre-IPO shares, and whether there are restrictions on rights such as pledge and judicial freezing; (4) Whether the shareholders involved in the transfer have violated the relevant provisions on the management of state-owned assets (if applicable); (5) Whether the necessary review or approval procedures have been fulfilled for the transfer of this inquiry (if applicable); (6) Other matters required to be verified by the Institute. and other prohibited circumstances.

To sum up, Huatai United Securities believes that Beta Metric Limited (Xinbai Vision Co., Ltd.) and Wuxi Oriza Chongyuan Youneng Venture Capital Partnership (Limited Partnership) meet the conditions for participating in this inquiry transfer.

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Huatai United Securities Co., Ltd

2024

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