Anheng Information: China International Capital Corporation Limited's verification opinions on the qualifications of shareholders of Hangzhou Anheng Information Technology Co., Ltd. to inquire about the transfer of shares to specific institutional investors
DATE:  Dec 13 2024

China International Capital Corporation Limited

About Hangzhou Anheng Information Technology Co., Ltd

Shareholders make an inquiry to a specific institutional investor for the transfer of shares

Verification opinions on relevant qualifications

China International Capital Corporation Limited (hereinafter referred to as "CICC") is entrusted by Hangzhou Ali Venture Capital Co., Ltd. (hereinafter referred to as "Alibaba Venture Capital" or "Transferor"), a shareholder of Hangzhou Anheng Information Technology Co., Ltd. (hereinafter referred to as "Anheng Information"), to organize and implement the inquiry transfer (hereinafter referred to as the "Inquiry Transfer") from the shareholders of Anheng Information Technology to specific institutional investors.

In accordance with the Implementation Opinions on the Establishment of the Sci-Tech Innovation Board and the Pilot Registration-based System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Sci-Tech Innovation Board (for Trial Implementation), the Rules for the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board of the Shanghai Stock Exchange No. 4 – Transfer and Placing of Inquiry (hereinafter referred to as the "Inquiry Transfer and Placement Guidelines"), CICC has verified the relevant qualifications of the transferor participating in the inquiry.

The entrustment of this inquiry transfer, the verification of the relevant qualifications of the transferor and the verification opinions are as follows: 1. Overview of the inquiry transfer

On November 28, 2024, CICC received an entrustment from the transferor in relation to the transfer of this inquiry

CICC organized and implemented the inquiry transfer.

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

(1) Verification process

In accordance with the relevant regulatory requirements, CICC has completed all the transferor related on December 10, 2024

The verification of qualifications includes the verification of the industrial and commercial registration documents provided by the transferor, the "Letter of Commitment and Declaration", etc., and the verification of the qualifications of the transferor through public information channel retrieval and other means, and the relevant verification working papers are collected.

(2) Verification of the situation

1. Ali Venture Capital

(1) Basic information

Company name: Hangzhou Ali Venture Capital Co., Ltd

Unified Social Credit Code 91330108793662919X

Date of Establishment: October 10, 2006

The registered capital is RMB 260 million

Legal representative Shen Shen

Type of business: Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)

Registered address: Room 301, 3rd Floor, Building 1, No. 699, Wangshang Road, Binjiang District, Hangzhou

Business Scope: Venture capital business; venture capital consulting business (except securities and futures); For start-ups

Entrepreneurship management service business

After verification and obtaining the Letter of Commitment and Declaration issued by Alibaba Ventures, there are no circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents, articles of association or partnership agreements, such as the expiration of the business period, the decision of shareholders or partners to dissolve, the dissolution due to merger or division, the revocation of business licenses due to violations of laws and regulations or other normative documents, the order to close down or be revoked, and the declaration of bankruptcy due to inability to pay off due debts.

(2) Alibaba Venture Capital did not violate the provisions on the reduction of shareholdings or the commitments made by it.

(3) Alibaba Venture Capital is a shareholder of more than 5% of the shares of ANHENG Information, and is not the controlling shareholder, actual controller, director, supervisor and senior management of ANHENG Information, and is not involved in the relevant circumstances of Article 6 of the "Inquiry Transfer and Placement Guidelines".

(4) Alibaba Venture Capital 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.

(5) The shares to be transferred by Alibaba Venture Capital this time are pre-IPO shares, and there is no restriction or prohibition of transfer of rights such as pledge or judicial freezing.

(6) Alibaba Venture Capital is not a state-owned enterprise, and there is no violation of relevant regulations on state-owned asset management.

(7) The transfer of Alibaba Venture Capital has fulfilled the necessary review or approval procedures.

3. Verification opinions

After verification, CICC believes that the transferor of the inquiry transfer meets the qualifications required by laws and regulations such as the Guidelines for Inquiry Transfer and Placement, and the transferor does not have the provisions of Article 11 of the Guidelines for Inquiry Transfer and Placement: "(1) whether the shareholders participating in the transfer have violated the provisions on share reduction or the commitments made by them; (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, CICC believes that Ali Venture Capital meets the conditions for participating in the inquiry and transfer of Anheng Information's shares.

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