CITIC Securities Co., Ltd
About XGIMI Technology Co., Ltd. shareholders
Inquire about the transfer of shares from specific institutional investors
Verification opinions on relevant qualifications
North Block, Excellence Times Square (Phase II), No. 8, Center 3rd Road, Futian District, Shenzhen, Guangdong Province
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities") is entrusted by Beijing Baidu Netcom Technology Co., Ltd., Zhong Chao and Liao Yang, shareholders of XGIMI Technology Co., Ltd. (hereinafter referred to as "XGIMI Technology"), to organize and implement the inquiry transfer of shareholders of XGIMI Technology to specific institutional investors before the initial offering (hereinafter referred to as "this inquiry transfer").
In accordance with the Implementation Opinions on the Establishment of the Science and Technology Innovation Board and the Pilot Registration System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Transfer and Placing of Inquiry (hereinafter referred to as the "Inquiry Transfer and Placing Guidelines") and other relevant regulations, CITIC Securities has verified the relevant qualifications of the shareholders participating in the inquiry transfer and issued this verification opinion.
1. The entrustment of the transfer of this inquiry
CITIC Securities received the entrustment of the transferor on the transfer of the inquiry, and entrusted CITIC Securities to organize the implementation of the 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, CITIC Securities has verified the relevant qualifications of the transferor. The transferor has issued a Letter of Commitment on Matters Concerning the Qualification of the Transferor of Issued Shares Issued Before the Initial Public Offering to Specific Institutional Investors. CITIC Securities has completed the verification of the qualifications of the transferor, conducted interviews and inquiries with the transferor, and collected relevant verification documents. In addition, CITIC Securities also verified the qualifications of the transferor through public information channel retrieval and other means.
(2) Verification of the situation
1. Beijing Baidu Netcom Technology Co., Ltd
(1) Basic information
Company name: Beijing Baidu Netcom Technology Co., Ltd. Unified Social Credit Agency 91110000802100433B
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Type Limited Liability Company Date of Formation 2001-06-05
Registered address: 2nd Floor, Baidu Building, No. 10, Shangdi 10th Street, Haidian District, Beijing
Main business Information transmission, software and information technology services
CITIC Securities checked the industrial and commercial registration documents provided by Beijing Baidu Netcom Technology Co., Ltd. and interviewed the personnel of the enterprise, Beijing Baidu Netcom Technology 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 down or revoked, and is declared bankrupt due to failure to pay off the due debts in accordance with national laws and administrative laws
Regulations, normative documents and the articles of association of the company stipulate that it shall be terminated. Beijing Baidu Netcom Technology Co., Ltd. is a legally existing company.
(2) Beijing Baidu Netcom Technology Co., Ltd. did not violate the provisions on the reduction of shares or the commitments made by it.
(3) Beijing Baidu Netcom Technology Co., Ltd. is not required to comply with the provisions of Article 6 of the "Guidelines for Inquiry Transfer and Placement" on the window period for inquiry transfer.
(4) Beijing Baidu Netcom Technology Co., Ltd. did not violate the relevant provisions of the "Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies" and the "Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers".
(5) The shares to be transferred belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Beijing Baidu Netcom Technology Co., Ltd. is not a state-owned enterprise and does not violate the relevant provisions of state-owned asset management.
(7) Beijing Baidu Netcom Technology Co., Ltd. has fulfilled the necessary review or approval procedures for this transfer.
2, Zhong Chao
(1) Basic information
Zhong Chao, Chinese nationality, no right of permanent residence abroad, address is Chengdu ******, Sichuan Province, citizen ID number is 5110021983******19.
(2) Zhong Chao did not violate the provisions on the reduction of shareholdings or the commitments he made.
(3) Zhong Chao is not required to comply with the provisions of Article 6 of the Guidelines for Inquiry Transfer and Placement regarding the window period for inquiry transfer.
(4) Zhong Chao did not violate the relevant provisions of 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 belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Zhong Chao is a natural person and does not violate the relevant provisions on the management of state-owned assets.
3, Liao Yang
(1) Basic information
Liao Yang, Chinese nationality, no right of permanent residence abroad, address is Chengdu ******, Sichuan Province, citizen ID number is 5101821986******13.
(2) Liao Yang did not violate the provisions on the reduction of shareholdings or the commitments he made.
(3) Liao Yang is not required to comply with the provisions of Article 6 of the Guidelines for Inquiry Transfer and Placement regarding the window period for inquiry transfer.
(4) Liao Yang did not violate the relevant provisions of 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 belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Liao Yang is a natural person and does not violate the relevant provisions on the management of state-owned assets.
3. Verification opinions
CITIC Securities verified the transferor's industrial and commercial registration documents and public channel information, and interviewed the enterprise personnel and requested a letter of commitment, and after verification, it was found that the transferor of the inquiry transfer met the subject qualifications required by laws and regulations such as the "Inquiry Transfer and Placement Guidelines", and the transferor did not have Article 11 of the "Inquiry Transfer and Placement Guidelines": "(1) Whether the shareholders participating in the transfer violated the provisions on the reduction of shares or the commitments they made; (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.
(There is no text below, but the stamped page of this verification opinion)
(There is no text on this page, it is the stamped page of the "CITIC Securities Co., Ltd. on the Verification Opinions of XGIMI Technology Co., Ltd. Shareholders on the Relevant Qualifications for Inquiry and Transfer of Shares to Specific Institutional Investors")
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