Core Viewpoint - Ninebot Limited's 2022 Restricted Stock Incentive Plan has achieved the conditions for the first grant's third vesting period and the cancellation of certain restricted stock corresponding to depositary receipts [1][2][3] Summary by Sections Independent Financial Advisor Opinion - The approval process and information disclosure for Ninebot Limited's 2022 Restricted Stock Incentive Plan have been completed, with necessary resolutions passed by the board and independent directors confirming the legitimacy of the grant conditions [4][5][6] - The independent financial advisor has verified that the conditions for the third vesting period of the first grant have been met, and the cancellation of certain restricted stock has been authorized [7][8] Vesting Conditions Achievement - The third vesting period for the first grant is defined as from August 25, 2025, to August 24, 2026, with specific performance targets set for each fiscal year [7][8] - The performance targets for the vesting periods include achieving revenue milestones of 100 billion RMB for 2022, 110 billion RMB for 2023, 120 billion RMB for 2024, 130 billion RMB for 2025, and 140 billion RMB for 2026 [8] Cancellation of Restricted Stock - A total of 299,959 depositary receipts corresponding to restricted stock have been canceled due to reasons such as employee turnover and performance not meeting standards [8] - The cancellation of these restricted stock receipts is not expected to materially impact the company's financial status or operational results [8] Conclusion - The independent financial advisor concludes that the actions taken regarding the vesting conditions and cancellation of restricted stock comply with relevant regulations and do not harm the interests of the company or its shareholders [8]

本所对保荐机构或者其保 合并原海通证券股份有限公司（以下简称"海通证券"）事项已获 荐的公司采取监管措施的 得中国证券监督管理委员会核准批复，本次合并交易已于 2025年3 事项及整改情况 月14日（即"交割日"）完成交割，自该日起，存续公司国泰海通 证券股份有限公司（以下简称"国泰海通"）承继及承接原海通证 券的权利与义务。存续公司国泰海通，自2025年3月14日合并交割 日后，受到中国证监会及深交所处罚和监管措施情况如下：2025年 行股票并在创业板上市过程中，未按照相关规则要求和深交所审核 问询的要求充分关注发行人内部控制的有效性，核查程序执行不到 位，发表的核查意见不准确，深圳证券交易所对国泰海通给予通报 批评的纪律处分。 国泰海通证券股份有限公司 关于乐歌人体工学科技股份有限公司 保荐机构名称：国泰海通证券股份有限公司 被保荐公司简称：乐歌股份 保荐代表人姓名：李豪 联系电话： (021)38676666 保荐代表人姓名： 张征宇 联系电话： (021)38676499 一、保荐工作概述 项目 工作内容 （1）是否及时审阅公司信息披露文件 是 （2）未及时审阅公司信息披露文件的次数 不适用 况 （1 ...

Core Viewpoint - The recent implementation of the "Interim Measures for Total Control Management of Rare Earth Mining and Smelting Separation" by the Ministry of Industry and Information Technology, National Development and Reform Commission, and Ministry of Natural Resources introduces significant changes to the previous policies, which are expected to catalyze the rare earth market and drive prices upward [1] Regulatory Changes - The new measures include detailed management of smelting and separation total control, inclusion of imported ore in regulatory oversight, enhanced granularity of supervision, and the establishment of a penalty system for overproduction [1] - A market feedback and dynamic adjustment mechanism has been added to the regulatory framework [1] Market Impact - With the approaching peak season for electric vehicles, there is strong replenishment demand from domestic and international companies, which has accelerated the recent rise in rare earth prices [1] - The implementation of these management measures is expected to have a strong catalytic effect on both supply and market sentiment, indicating that the upward momentum for rare earth prices is likely to continue [1] - The focus is on companies involved in the smelting and separation of medium and heavy rare earths, which are anticipated to perform well in the current market environment [1]

Core Viewpoint - The statement from Powell at the Jackson Hole central bank meeting was more dovish than expected, leading to a decline in U.S. asset prices and a weaker dollar [1] Group 1: Federal Reserve Outlook - The Federal Reserve is likely to initiate interest rate cuts in September, but the pace will be cautious due to a preventive stance and inflation concerns, with a maximum of two cuts expected within the year [1] Group 2: European Central Bank Perspective - The European Central Bank is shifting its focus away from inflation, with no changes anticipated in September [1]

Group 1 - The core point of the news is that Guotai Junan Securities Co., Ltd. has been appointed as the sponsor for Shenzhen Zhongke Feice Technology Co., Ltd.'s issuance of A-shares to specific investors in 2024 [1][2] - The designated representatives for this project are Tian Fangjun and Ying Jia, both of whom have extensive experience in IPO projects [2][3] - The company is listed on the Shanghai Stock Exchange with the stock code 688361 and was officially listed on May 19, 2023 [4] Group 2 - Shenzhen Zhongke Feice Technology Co., Ltd. has a total share capital of 321,591,809 shares [4] - The company operates in the field of automation equipment, electromechanical automation equipment, optoelectronic instruments, and related technical consulting and maintenance services [4] - The company reported a net profit of -1,835.43 million yuan for the first half of 2025, indicating a significant loss [5][6] Group 3 - The financial data shows that the total assets of the company are 494,458.24 million yuan, with total liabilities of 242,062.23 million yuan, resulting in a total equity of 252,396.01 million yuan [5] - The company has a cash flow from operating activities of -31,270.10 million yuan for the first half of 2025, indicating cash flow challenges [5] - The company’s debt-to-asset ratio is reported at 48.96%, reflecting its financial leverage [5]

Core Viewpoint - The company plans to use part of its temporarily idle raised funds to supplement working capital, ensuring that this does not affect the progress of its investment projects [1][3][4]. Fundraising Overview - The company raised a total of RMB 546.1365 million by issuing 40.01 million shares at a price of RMB 13.65 per share, with a net amount of RMB 474.6001 million after deducting issuance costs [1][2]. - The funds have been fully deposited in a dedicated account, managed under a regulatory agreement with relevant banks and sponsors [2]. Investment Project Details - The total investment for the projects funded by the raised capital is RMB 1.335855 billion, with RMB 474.7093 million allocated from the raised funds [2]. Previous Use of Idle Funds - The company previously approved the temporary use of up to RMB 150 million of idle funds for working capital, which has been fully returned to the dedicated account [2][3]. Current Plan for Idle Funds - The company intends to use up to RMB 70 million of idle funds temporarily for working capital, with a usage period not exceeding 12 months from board approval [3][4]. - The funds will be used solely for business expansion and daily operations related to the main business, without affecting the investment plan [3][4]. Supervisory and Sponsor Opinions - The supervisory board agrees that the use of idle funds complies with regulations and will enhance fund efficiency without harming the interests of the company or minority shareholders [4]. - The sponsor confirms that the necessary approval procedures have been followed and that the use of funds aligns with regulatory requirements [5].

Summary of Key Points Core Viewpoint - The company has completed certain fundraising projects and plans to permanently supplement its working capital with the remaining funds from these projects, which aligns with its operational needs and regulatory requirements [1][9]. Group 1: Fundraising Overview - The company was approved to publicly issue 36.67 million shares at a price of RMB 43.67 per share, raising a total of RMB 1,601,378,900.00, with a net amount of RMB 1,442,913,368.76 after deducting related fees [1][2]. - The funds are managed in a dedicated account under the supervision of the sponsor and the bank, ensuring compliance with regulations [1][5]. Group 2: Investment Project Details - The total investment for the fundraising projects is RMB 122,584.90 million, with RMB 75,000.00 million allocated from the raised funds for various projects, including planning and construction, R&D, and working capital [3][4]. - Adjustments were made to the internal investment structure of the "Planning and Construction Project" while keeping the total investment unchanged [4][5]. Group 3: Project Completion and Fund Usage - The "Planning and Construction Project" has reached a usable state, with a total of RMB 32,900.00 million committed, and an expected surplus of RMB 970.32 million, which is 2.95% of the total investment [5][6]. - The surplus funds will be permanently transferred to the company's general bank account to support daily operations, while maintaining the dedicated account until all pending payments are settled [6][7]. Group 4: Approval and Compliance - The board of directors approved the project completions and the use of surplus funds on August 22, 2025, confirming that the decisions align with the company's business needs and legal regulations [7][8]. - The sponsor has verified that the project completions and fund reallocations comply with relevant regulations and do not harm the interests of the company or its shareholders [8][9].

国泰海通证券股份有限公司 关于江西国科军工集团股份有限公司 使用部分超募资金永久补充流动资金的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为 江西国科军工集团股份有限公司（以下简称"国科军工"或"公司"）首次公开 发行股票并上市持续督导保荐机构，根据《证券发行上市保荐业务管理办法》 《上 市公司募集资金监管规则》 《上海证券交易所科创板股票上市规则》 《上海证券交 易所科创板上市公司自律监管指引第 1 号——规范运作》等有关法律法规和规范 性文件的要求，对公司本次使用部分超募资金永久补流事项进行了审慎核查，具 体情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会于 2023 年 5 月 9 日出具的《关于同意江西国 （证监许可〔2023〕1011 科军工集团股份有限公司首次公开发行股票注册的批复》 号），公司获准向社会公开发行人民币普通股 3,667 万股，每股发行价格为人民 币 43.67 元，募集资金总额为 1,601,378,900.00 元；扣除承销及保荐费用、发行 登记费以及累计发生的其他相关发行费用（共计人民币 158,465,531.24 元，不含 增值税 ...

Core Points - The company achieved operating revenue of 234.31 million yuan, a decrease of 7.29 million yuan compared to the same period last year, representing a year-on-year decline of 3.02% [1] - The net profit attributable to shareholders of the listed company was -49.25 million yuan, a decrease of 38.73 million yuan year-on-year [1] - The decline in revenue and profit is primarily due to intensified competition in the semiconductor industry, leading to price pressure on certain products and a decrease in overall gross margin [1][26] - The company has increased R&D investment to enhance the competitiveness of its IoT camera chip products and other chip offerings, resulting in a year-on-year increase in R&D expenses [1][11] - The company is not facing significant risks in its ongoing operations, and there are no major adverse changes in its main business or core competitiveness expected in the first half of 2025 [1] Financial Performance - The company reported a net profit of -49.25 million yuan, a significant decrease from -5.86 million yuan in the previous year [24] - The basic earnings per share were -0.13 yuan, down from -0.01 yuan year-on-year [25] - The weighted average return on net assets decreased by 3.10 percentage points year-on-year [25] - R&D expenses accounted for 28.78% of operating revenue, an increase of 2.70 percentage points compared to the previous year [25][26] Industry Context - The semiconductor industry is experiencing intensified competition, which is affecting product pricing and overall profitability [1][26] - The company operates in a rapidly evolving market for IoT hardware core SoC chips, where technological advancements and product updates are crucial for maintaining competitiveness [10][12] - The company faces challenges in keeping pace with leading international competitors in terms of R&D capabilities and product technology levels [11][12] Risk Factors - The company is exposed to risks related to core technology personnel turnover and the potential loss of competitive advantages if it fails to innovate and adapt to market demands [12][13] - The reliance on a concentrated customer base poses risks, as significant changes in the financial health of major clients could adversely affect sales [14][15] - The company must navigate potential supply chain disruptions and production challenges due to its fabless model, which relies on external manufacturers for chip production [15][22]

Summary of Key Points Core Viewpoint - The company has decided to postpone and suspend certain fundraising investment projects due to market demand and operational considerations, while ensuring that the essential aspects of the projects remain unchanged [4][6][7]. Group 1: Fundraising Overview - The company raised a total of approximately RMB 1.999 billion through a non-public issuance of 222,469,410 shares at a price of RMB 8.99 per share, with a net amount of approximately RMB 1.981 billion after deducting issuance costs [1]. - The funds are managed in a dedicated account, adhering to regulations and agreements with independent financial advisors and banks [2]. Group 2: Fundraising Utilization - As of June 30, 2025, the company has utilized approximately RMB 1.067 billion of the raised funds, with a remaining balance of approximately RMB 721 million [2]. - The adjusted fundraising plan includes specific projects such as "Commercial Vehicle Intelligent Engine Projects" and "New Energy Electric Drive Bridge Projects" [2]. Group 3: Project Postponement and Suspension - Certain projects, including the "D25 High-Performance Diesel Engine WGT Project" and "New Energy Electric Drive Bridge Product Development Project," have been postponed due to market conditions, with expected completion dates pushed to 2026 [4][6]. - The "New Generation Intelligent Heavy Truck Project" has been suspended due to legal issues affecting the subsidiary responsible for its implementation, which has led to a court-ordered restructuring [6][8]. Group 4: Impact and Decision-Making Process - The postponement and suspension of projects are based on careful consideration of market conditions and operational needs, and they do not alter the fundamental aspects of the projects or the intended use of funds [6][7]. - The decision has been approved by the company's board and audit committee, ensuring compliance with regulatory requirements [7].