北京德恒（杭州）律师事务所 关于正元智慧集团股份有限公司 2025 年第二次临时股东大会的 关于正元智慧集团股份有限公司 北京德恒（杭州）律师事务所 2025 年第二次临时股东大会的法律意见 北京德恒（杭州）律师事务所 关于正元智慧集团股份有限公司 法律意见 电话:0571-86508080 传真:0571-87357755 邮编:310020 杭州市上城区新业路 200 号华峰国际商务大厦 10 楼 2025 年第二次临时股东大会的 法律意见 致：正元智慧集团股份有限公司 北京德恒（杭州）律师事务所受正元智慧集团股份有限公司（以下简称"公 司"）委托，指派李迎亚律师、汪节云律师（以下简称"本所律师"）出席公司 2025 年第二次临时股东大会（以下简称"本次股东大会"），并对本次股东大 会的合法性进行见证并出具法律意见。 本法律意见根据《中华人民共和国公司法》(以下简称"《公司法》")、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》 以及《正元智慧集团股份有限公司章程》（以下简称"《公司章程》"）等有关 法律、法规和规范性文件而出具。 为出具本法律意见，本所律师审查了本次股东大会 ...

| 证券代码：300645 | 证券简称：正元智慧 | 公告编号：2025-067 | | --- | --- | --- | | 债券代码：123196 | 债券简称：正元转 02 | | 2025 年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会无增加、变更、否决议案的情形； 2、本次股东大会未涉及变更以往股东大会已通过的决议的情形。 一、会议召开的情况 正元智慧集团股份有限公司（以下简称"公司"）已于2025年7月9日在巨潮资讯 网上刊登了《关于召开2025年第二次临时股东大会的通知》（公告编号：2025-064）。 1、召集人：公司董事会。 2、召开方式：本次股东大会采用现场表决与网络投票相结合的方式召开。 3、召开时间： 正元智慧集团股份有限公司 通过现场和网络投票的股东共计182名，代表有表决权的股份41,210,878股，占 公司有表决权股份总数的29.6910％（截至股权登记日，公司总股本为142,102,010股， 其中公司回购专用账户持有公司股票3,303,000股，根据《深圳证券交 ...

| 证券代码：300645 | 证券简称：正元智慧 | 公告编号：2025-066 | | --- | --- | --- | | 债券代码：123196 | 债券简称：正元转02 | | 正元智慧集团股份有限公司 关于签订募集资金三方监管协议的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 正元智慧集团股份有限公司（曾用名：浙江正元智慧科技股份有限公司，以下 简称"公司"）于 2025 年 7 月 7 日召开第五届董事会第四次，审议通过了《关于使用 部分闲置募集资金暂时补充流动资金的议案》，董事会同意公司在保证募集资金投资 项目建设和募集资金使用计划的前提下，使用部分闲置募集资金不超过人民币 11,000.00 万元（含）暂时补充流动资金，其中人民币 5,000.00 万元（含）使用期限 自公司董事会审议通过之日起至 2026 年 3 月 31 日前，人民币 6,000.00 万元（含） 使用期限自公司董事会审议通过之日起不超过 12 个月，上述资金应于到期前归还至 募集资金专项账户。 为规范公司募集资金管理，保护中小投资者的权益，根据《上市公司募集资 ...

Core Viewpoint - The company is reallocating 179.4 million yuan of raised funds from the "Integrated Cloud Platform Project for Basic Education Management and Services" to the "Integrated Platform Project for University Operations and Services" due to changes in market conditions and the growing demand for smart campus services [1][2][3] Fund Reallocation - The company plans to provide a loan of up to 179.4 million yuan to its subsidiary, Nipton, at an annual interest rate of 8% for the new project [2] - The loan is specifically for the implementation of the "Integrated Platform Project for University Operations and Services" and cannot be used for other purposes [2] - The original project for basic education has not yet achieved expected benefits, leading to a more cautious investment approach [2][3] Project Delays and Adjustments - The implementation of the basic education project has been postponed to December 25, 2026, due to delays in fund arrival and external market uncertainties [2] - As of June 30, 2025, 224.6 million yuan of the raised funds for the basic education project remains unused [3] Market Context and Demand - The basic education project was initiated to align with national strategies for educational modernization and digitalization, but market changes have hindered its execution [3] - The university operations project is expected to benefit from the increasing investment in campus logistics and services due to the growing number of universities and students [4] Financial Projections - The total investment for the university operations project is 199.4 million yuan, with an 18-month construction period [5] - The internal rate of return for the air conditioning sub-project is projected at 14.54%, while the hot water management system is expected to yield an 18% return [5]

Group 1 - The company, Zhengyuan Wisdom, has issued convertible bonds totaling RMB 35,073 million, with a net amount of RMB 34,227.42 million after deducting issuance costs [22][23]. - The convertible bonds are set to mature in six years, with an annual interest rate starting at 0.20% in the first year and increasing to 0.40% in the second year [4][6]. - The initial conversion price for the bonds is set at RMB 32.85 per share, which is based on the average trading price of the company's stock prior to the announcement [7][8]. Group 2 - The funds raised will primarily be used for the "Integrated Cloud Platform Project for Basic Education Management and Services," with a total investment of RMB 44,673 million [22][24]. - The project aims to enhance educational services through technology, including IoT and AI applications, to provide comprehensive management solutions for schools [25][27]. - Due to market changes, the project timeline has been extended to December 25, 2026, to ensure better implementation and alignment with company interests [24][25]. Group 3 - The company plans to redirect some of the raised funds to a new project focused on "Integrated Platform for University Operations and Services," which aligns with its strategic goals [28][29]. - The market for university services is expanding, with a steady increase in the number of universities and students, indicating a growing demand for operational support [28][29]. - The subsidiary, Nipton Technology, will manage this new project, leveraging its expertise in campus services and established client relationships [29][30].

Group 1 - The company held its fifth supervisory board meeting, where the use of idle raised funds was discussed and approved [1][2] - The supervisory board agreed to temporarily use up to RMB 110 million of idle raised funds to supplement working capital, enhancing operational efficiency and reducing financial costs [1][2] - The decision to change the use of part of the raised funds aligns with the company's actual business needs and complies with relevant regulations [2][3] Group 2 - The supervisory board approved the addition of expected daily related transactions for 2025, which are deemed necessary for the company's operations and business expansion [3] - All supervisory board members voted in favor of the proposals, with unanimous support reflected in the voting results [2][3]

Group 1 - The company has announced an estimated total of daily related transactions for 2025, amounting to no more than RMB 63 million, including sales of products and services to Guangyu Group and its subsidiaries estimated at RMB 2 million [1][2] - An additional estimated daily related transaction of up to RMB 10 million has been approved, specifically for sales of products, equipment, and technical services to Guangyu Group and its subsidiaries [2][4] - The transactions are considered normal business operations and are expected to enhance the company's development through synergies with related parties, ensuring fair pricing based on market conditions [4][5] Group 2 - Guangyu Group, a related party, has a registered capital of RMB 774.14 million and operates in various sectors including real estate and healthcare services [3][4] - The relationship between the company and Guangyu Group was established on November 14, 2024, due to familial ties between board members, which necessitates the disclosure of related transactions [4][5] - The independent directors have reviewed and approved the proposed transactions, confirming that they align with market rules and do not harm the interests of the company or its shareholders [5][6]

Core Viewpoint - The company has decided to change the use of part of the raised funds from the "Basic Education Management and Service Integration Cloud Platform Project" to provide interest-bearing loans to its subsidiary, Zhejiang Nipton Technology Co., Ltd., for the "Higher Education Operation and Service Integration Platform Project" to enhance the efficiency of fund utilization and optimize resource allocation [1][4][25]. Fundraising Overview - The company issued 3,507,300 convertible bonds, raising a total of RMB 346.23 million, with a net amount of RMB 342.27 million after deducting related issuance costs [1][2]. - The total investment for the "Basic Education Management and Service Integration Cloud Platform Project" is RMB 446.73 million, with RMB 342.27 million planned to be raised [2][5]. Change in Fund Usage - The company plans to use up to RMB 179.4 million of the raised funds as a loan to Nipton for the "Higher Education Operation and Service Integration Platform Project," with an annual interest rate of 8% [3][11]. - The project aims to provide integrated services for higher education institutions, including the purchase of IoT air conditioning and intelligent hot water management systems [11][15]. Project Background and Rationale - The "Basic Education Management and Service Integration Cloud Platform Project" has faced delays and challenges due to changes in the external market environment and restrictions on funding usage by educational departments [6][25]. - The "Higher Education Operation and Service Integration Platform Project" aligns with the company's strategic planning and aims to address the growing demand for efficient campus management services as the number of higher education institutions and students continues to rise [7][17]. Market Potential - The continuous growth of higher education institutions and student enrollment in China has led to increased investment in campus logistics and services, creating a significant market opportunity for the company's services [7][17]. - The project is expected to enhance the company's competitive edge in the smart campus service sector, leveraging its established customer base and marketing network [8][9]. Project Implementation and Management - Nipton, as a subsidiary, has a strong management team with extensive experience in the education logistics sector, which will support the successful execution of the project [9][10]. - The project is designed to be completed within 18 months, with a total investment of RMB 199.4 million, of which RMB 179.4 million will come from the raised funds [11][13]. Regulatory Compliance - The change in fund usage has been approved by the company's board and supervisory committee and will be submitted for approval at the upcoming shareholder and bondholder meetings [26][27]. - The company will adhere to relevant regulations and guidelines to ensure the legal and efficient use of the raised funds [25][26].

Meeting Announcement - The company will hold its first bondholders' meeting of 2025 on July 24, 2025 [1] - The meeting is convened in accordance with relevant laws, regulations, and the company's articles of association [1] Voting Procedures - Bondholders can vote either in person or via communication methods, but cannot vote multiple times [2] - Voting rights are granted to bondholders registered by the cut-off date of July 21, 2025 [2] - Institutional investors must have their legal representatives or authorized agents present to vote [3] Meeting Agenda - The agenda has been approved by the company's board and supervisory committee [2] - Details of the agenda can be found in the announcements dated July 9, 2025 [2] Registration and Documentation - Bondholders must provide necessary identification and documentation to register for the meeting [3][4] - Proxy voting requires a notarized authorization letter [4] Voting Validity - Votes that are unclear or submitted late will be considered invalid [5] - Decisions made in the meeting will be binding on all bondholders, regardless of their attendance [5] Additional Information - Bondholders are responsible for their own travel and accommodation expenses [5] - Contact information for the meeting is provided for inquiries [4]

浙商证券股份有限公司 关于正元智慧集团股份有限公司 变更部分募集资金用途的核查意见 浙商证券股份有限公司（以下简称"浙商证券"或"保荐人"）作为正元智 慧集团股份有限公司（以下简称"正元智慧"或"公司"）向不特定对象发行可 转换公司债券的保荐人，根据《证券发行上市保荐业务管理办法》《深圳证券交 易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号-创业 板上市公司规范运作》《深圳证券交易所上市公司自律监管指引第 13 号-保荐业 务》《上市公司募集资金监管规则》等有关规定，浙商证券就正元智慧变更部分 募集资金用途的事项进行了审慎核查，核查的具体情况如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于同意浙江正元智慧科技股份有限公司（曾 用名，已更名为正元智慧集团股份有限公司）向不特定对象发行可转换公司债券 注册的批复》（证监许可〔2023〕553 号）同意注册，公司向不特定对象发行可转 换公司债券 350.73 万张，发行价为每张面值人民币 100.00 元，共计募集资金人 民币 35,073.00 万元，扣除承销费 450.00 万元（不含税）后实际收到的金额为 34,623.00 ...