688220: Haitong Securities Company Limited(600837) special verification report on strategic placement of Aojie technology’s initial public offering

Haitong Securities Company Limited(600837)

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Strategic placement of initial public offering shares of Aojie Technology Co., Ltd

Special verification report

Sponsor (lead underwriter)

(address: No. 689, Guangdong Road, Shanghai)

December 2021

Aojie Technology Co., Ltd. (hereinafter referred to as “Aojie technology” or “issuer” or “company”) applied for initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) and listing on the science and innovation board, which was reviewed and approved by the stock listing Committee of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on June 25, 2021, It was registered and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC” or “CSRC”) zjxk [2021] No. 3936 on December 14, 2021.

Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor (lead underwriter)”) serves as the sponsor (lead underwriter) of this offering. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting (revised in 2018) (hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of initial public offering shares on the science and Innovation Board (for Trial Implementation) Measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “implementation measures”), guidelines for the application of the issuance and underwriting rules on the science and Innovation Board of Shanghai Stock Exchange No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the “underwriting guidelines”) The code for underwriting initial public offerings under the registration system (zxsf [2021] No. 213) (hereinafter referred to as the “underwriting code”), the industry advocacy suggestions of the self regulatory committee for public offering of shares on the science and Innovation Board of Shanghai Stock Exchange on promoting securities companies to optimize the underwriting of stock issuance on the science and Innovation Board (hereinafter referred to as the “advocacy suggestions”), and other relevant laws According to the regulations and other relevant documents, the lead underwriter verifies the qualification of Aojie Technology Co., Ltd. for the strategic placement of A-Shares in the initial public offering and issues this verification report.

1、 Basic information of strategic placement (I) number of strategic placement

41830089 shares are proposed to be issued to the public, accounting for 10.00% of the total share capital of the company after issuance, all of which are new shares issued to the public, and the shareholders of the company do not offer shares to the public. In this offering, the number of shares issued by the initial strategic placement is 8366017 shares, accounting for 20% of the number of shares issued this time. The number of shares invested by the relevant subsidiaries of the sponsor does not exceed 4% of the shares issued this public offering, i.e. 1673203 shares. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.

（2） Strategic placement object

The strategic placement object of this issuance must be one of the circumstances in line with Article 8 of the underwriting guidelines: 1. Large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer;

2. Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;

3. A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation;

4. Relevant subsidiaries of the sponsor participating in the follow-up investment;

5. The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement.

The issuer and the recommendation institution (lead underwriter) determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:

No. Name institution type restricted period of allocated shares

1. Shanghai Pudong Kechuang Group Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months

Large enterprises or their subsidiaries with long-term cooperation vision

2. Shanghai Science and technology venture capital (Group) Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months

The company is a large enterprise with long-term cooperation vision or its subordinate enterprises

3. The second phase of the national integrated circuit industry investment fund is a national large-scale investment fund with long-term investment intention for 12 months

Company limited by shares or its subordinate enterprises

4. Shanghai Zhangjiang Technology Venture Capital Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months

Large enterprises or their subsidiaries with long-term cooperation vision

5 Midea Holding Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months

Large enterprises or their subsidiaries with long-term cooperation vision

6 Gigadevice Semiconductor (Beijing) Inc(603986) has a strategic cooperative relationship with the issuer for 12 months

Large enterprises or their subsidiaries with long-term cooperation vision

7 Wingtech Technology Co.Ltd(600745) has a strategic cooperative relationship with the issuer for 12 months

Large enterprises or their subsidiaries with long-term cooperation vision

8oppo Guangdong Mobile Communication Co., Ltd. has a strategic cooperative relationship with the issuer for 12 months

Large enterprises or their subsidiaries with long-term cooperation vision

Serial number name institution type allocated stock limit

Sale period

9 China Insurance Investment Fund (limited partnership) is a national large investment fund with long-term investment intention for 12 months

Or its subsidiaries

10. Relevant subsidiaries of the sponsor participating in the follow-up investment of Haitong innovation Securities Investment Co., Ltd. for 24 months

Note: the restricted period is calculated from the date of listing of the shares issued this time

According to Article 6 of the underwriting guidelines, if the number of IPO shares is less than 100 million shares, the number of strategic investors shall not exceed 10. The placement to 10 strategic investors in this offering complies with Article 6 of the underwriting guidelines.

For the compliance of investors in the strategic placement of this offering, see “II. Compliance of the objects participating in the strategic placement of this offering” in this verification report. （3） Participation scale of strategic placement

1. A total of 10 investors participated in the strategic placement. The initial number of shares issued by the strategic placement was 8366017 shares, accounting for about 20% of the number of shares issued, of which the number of shares expected to be invested by the relevant subsidiaries of the sponsor is 4% of the shares issued to the public, i.e. 1673203 shares. It meets the requirements in the implementation measures and underwriting guidelines that the number of strategic investors in this offering shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in this public offering.

2. According to the requirements of the underwriting guidelines, Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as “Haitong venture capital”) will subscribe for 2% to 5% of the issuer’s shares in this public offering according to the stock issuance price, and the final follow-up proportion will be determined according to the size of the issuer’s shares in this public offering:

(1) If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;

(2) If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment ratio is 4%, but not more than 60 million yuan;

(3) If the issuance scale is more than 2 billion yuan but less than 5 billion yuan, the follow-up investment ratio is 3%, but not more than 100 million yuan;

(4) If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan.

The specific follow-up investment amount will be determined after the issuance price is determined on December 30, 2021 (T-2).

The initial number of follow-up shares of Haitong venture capital is 4% of the number of this public offering, i.e. 1673203 shares. Since the final actual subscription quantity of relevant subsidiaries of the sponsor is related to the final actual issuance scale, the sponsor (lead underwriter) will adjust the final actual subscription quantity of relevant subsidiaries of the sponsor after determining the issuance price.

3. The list of other investors participating in the strategic placement and the committed subscription amount are as follows:

Committed subscription amount

No. institution name institution type (10000 yuan), including the term of brokerage commission for the placement of newly allocated shares and restricted shares

Gold)

Shanghai Pudong Kechuang group has a strategic relationship with the issuer

1. 1000012 months of limited company partnership or long-term cooperation vision