国泰海通证券股份有限公司 关于翱捷科技股份有限公司 参与投资私募基金暨关联交易的核查意见 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 为翱捷科技股份有限公司（以下简称"翱捷科技"或"公司"）首次公开发行 股票并上市持续督导的保荐机构，根据《证券发行上市保荐业务管理办法》 《上海证券交易所科创板股票上市规则》《上海证券交易所上市公司自律监管 指引第 11 号——持续督导》《上海证券交易所科创板上市公司自律监管指引第 资私募基金暨关联交易的事项进行了核查，核查情况与意见如下： 一、参与投资私募基金暨关联交易概述 （一）关联交易基本情况 为借助专业投资机构的经验和资源，拓宽投资方式和渠道，把握公司所在 行业的投资机会，优化公司投资结构，把握产业上下游的机会，实现产业协同。 公司拟作为有限合伙人（LP）参与投资上海海望合纵私募基金合伙企业（有限 合伙）（以下简称"海望合纵"）。海望合纵将主要通过直接或间接方式投资 于包括集成电路、高端制造、生物医药以及其他"3+6"重点产业等领域的成长 期、成熟期的企业。 公司拟以自有资金出资人民币 4,000 万元，拟出资金额占基金总认缴出资额 的 1.895 ...

Core Viewpoint - The company, China Bester Group Telecom Co., Ltd., is planning to issue A-shares to specific investors, aiming to raise funds for its ongoing projects in 5G infrastructure and intelligent computing services, while also addressing its financial obligations [1][9]. Company Overview - The company is based in Wuhan, Hubei Province, and was established on December 29, 1999, with a registered capital of 433,978,322 yuan [1]. - It specializes in communication network technology services and is expanding into intelligent computing, aiming to become a leading service provider in this field [2][3]. Main Business Activities - The company provides services related to 5G infrastructure, including network planning, design, implementation, and maintenance [3]. - It operates in various regions, including domestic provinces and international markets along the Belt and Road Initiative, serving major telecom operators [3]. - The company is also involved in intelligent computing solutions, offering design, construction, and operational services for computing clusters [3]. Financial Data - As of March 31, 2025, the total assets amounted to 796,889.50 million yuan, with total liabilities of 582,744.48 million yuan, resulting in total equity of 214,145.02 million yuan [4][5]. - The company reported a revenue of 54,948.16 million yuan for the first quarter of 2025, with a net profit of 1,696.63 million yuan [5][10]. - The asset-liability ratio was 73.13% as of March 31, 2025, indicating a high level of leverage [5]. Fundraising and Investment Plans - The company plans to raise up to 192,023.48 million yuan through this issuance, which will be allocated to projects including intelligent computing centers and 5G network construction [13]. - The total investment for these projects is estimated at 213,654.24 million yuan, with the company prepared to adjust funding allocations based on actual fundraising outcomes [13]. Issuance Details - The A-shares will be issued to no more than 35 specific investors, including qualified institutional investors and other eligible entities [11][12]. - The pricing for the shares will be based on the average trading price over the 20 trading days prior to the pricing date, with adjustments for any corporate actions [12]. Risk Factors - The company faces potential risks related to the pace of 5G infrastructure development and competition in the intelligent computing sector, which could impact its operational performance [7][8]. - The company’s increasing capital expenditure and rising asset-liability ratio may pose challenges if financing conditions worsen or if there are significant changes in the industry environment [8].

Core Viewpoint - The company intends to utilize part of its temporarily idle raised funds for cash management to enhance the efficiency of fund usage and maximize shareholder benefits, ensuring that it does not affect the normal operation of fundraising investment projects [4][9]. Fundraising Basic Situation - The company raised a total of RMB 746 million by issuing 40 million shares at RMB 18.65 per share, with a net amount of RMB 663.45 million after deducting issuance costs of RMB 82.55 million [1][2]. Fund Usage Plan - The company plans to invest in a project for the annual production of 7,000 tons of diphenylmethane (DBM) smart manufacturing technology transformation and expansion, with a total investment of RMB 136.66 million [2]. Cash Management Overview - The company proposes to use up to RMB 400 million of temporarily idle raised funds for cash management, focusing on high-security, high-liquidity investment products with capital protection agreements [5][6]. Previous Cash Management - In a previous authorization, the company was allowed to use up to RMB 450 million of idle funds for cash management, with the balance of such investments still outstanding as of the date of this report [3][6]. Investment Risk and Control Measures - The company will invest in safe and liquid products, ensuring that the cash management does not alter the intended use of the raised funds and does not impact the normal progress of investment projects [7][9]. Approval Process - The cash management proposal was approved in the second board meeting and does not require shareholder approval, as it falls within the board's authority [6][9].

Core Viewpoint - The company has decided to re-evaluate and temporarily suspend certain fundraising investment projects due to the actual net fundraising amount being lower than initially planned, aiming to enhance the efficiency of fund utilization [1][2][6] Fundraising Overview - The company raised a total of RMB 746 million by issuing 40 million shares at RMB 18.65 each, with a net amount of RMB 663.45 million after deducting issuance costs of RMB 82.55 million [1][2] - The funds are stored in a dedicated account to ensure they are used specifically for their intended purposes, in compliance with regulatory requirements [2] Adjustments to Investment Projects - The company held board and supervisory meetings on August 2, 2024, to approve adjustments to the planned investment amounts for fundraising projects, reflecting the need to optimize fund usage [2][3] - The total investment amount for the projects was adjusted from RMB 177.80 million to RMB 176.80 million, with the net fundraising amount remaining at RMB 66.35 million [3] Changes and Actual Use of Funds - The company plans to change the investment plan for the project aimed at producing 7,000 tons of dibenzoylmethane (DBM) through technological upgrades and expansion [4][5] - The actual use of funds will be reported in a special report, ensuring transparency and compliance with regulations [4] Re-evaluation and Suspension of Projects - The DBM project has been on hold for over a year, necessitating a re-evaluation of its feasibility and expected returns [5][6] - The company has determined that the current production line can meet demand, and it is not the optimal time to invest in the DBM project, leading to its temporary suspension [6][7] Impact on Operations - The decision to suspend the project is based on a careful assessment of market demand and operational conditions, and it is not expected to adversely affect current operations [6][7] - The suspension is seen as beneficial for long-term development and resource allocation, enhancing the efficiency of fund usage [6][7] Review Procedures - The decision to suspend the project was approved through necessary board meetings, ensuring compliance with regulatory frameworks [7][8]

Group 1 - The "Second Golden Qilin Best Investment Advisor Selection" event is organized by Sina Finance and exclusively partnered with Yinhua Fund, highlighting the rapid growth of China's wealth management industry as residents' financial awareness increases [1] - Investment advisors play a crucial role in wealth management, impacting the direction of national asset allocation, and face both opportunities and challenges in this evolving landscape [1] - The event aims to provide a platform for investment advisors to showcase their capabilities, enhance their services, and build communication bridges with the public, thereby promoting the healthy development of the wealth management industry in China [1] Group 2 - Yin Zhenxing, Deputy General Manager of the Wealth Management Platform at Guotai Junan Securities, emphasizes that AI technology is injecting new momentum into the transformation of wealth management in the securities industry, accelerating the construction of digital and intelligent service models [2] - The integration of online and offline services allows for more efficient delivery of professional knowledge and personalized investment support, aligning with the industry's commitment to a customer-centric approach [2] - The essence of wealth management remains unchanged, focusing on deep research to anchor value and continuous service to cultivate trust, while embracing technological innovation and maintaining a commitment to service [2]

Market Performance - Developed markets outperformed last week, with MSCI global index up by 1.3%, MSCI developed markets up by 1.4%, and MSCI emerging markets up by 0.7% [3] - Among developed markets, Nikkei 225 had the strongest performance (+4.1%), while S&P/ASX 200 was the weakest (-1.0%) [3] - In emerging markets, ChiNext Index was the best performer (+2.8%), while India’s Sensex 30 was the worst (-0.4%) [3] Trading Sentiment - Trading volume increased in Hong Kong and European markets, while it decreased in the US market [10][11] - Hong Kong's Hang Seng Index saw a trading volume of 186 billion shares and a turnover of 705.5 billion USD, reflecting a week-on-week increase [11] - The short-selling ratio in Hong Kong decreased to 11.5%, indicating high investor sentiment [11] Valuation - Developed markets' overall valuation improved, with the latest PE and PB ratios at 23.8x and 3.8x, respectively, placing them in the 93% and 100% percentile levels since 2010 [13] - Nasdaq and Dow Jones Industrial Average had the highest PE ratios at 43.1x and 32.0x, respectively [13] - Emerging markets also saw a valuation increase, with PE and PB ratios at 16.5x and 2.0x, respectively, in the 86% and 92% percentile levels since 2010 [14] Fund Flows - Global macro liquidity expectations tightened, with significant capital inflows into France, Germany, and India, while outflows were noted from the US [19][21] - In Hong Kong, a total of 21.3 billion HKD flowed into the market, with stable foreign capital inflows of 13.4 billion HKD [21] Earnings Expectations - Hong Kong's consumer sector saw an upward revision in earnings expectations, with the Hang Seng Index's 2025 EPS forecast adjusted from 2215 to 2210 [22] - The US S&P 500's earnings expectations remained stable at 265, while the Eurozone's STOXX50 index saw a slight downward adjustment from 338 to 337 [22][23]

Core Points - The board of directors of Guotai Junan Securities Co., Ltd. announced the merger of Shanghai Guotai Junan Securities Asset Management Co., Ltd. with Shanghai Haitong Securities Asset Management Co., Ltd. [1] - The new entity will be named Shanghai Guotai Haitong Securities Asset Management Co., Ltd. [1] Summary by Sections - The management of private asset management products and asset-backed special plans will change from "Shanghai Haitong Securities Asset Management Co., Ltd." to "Shanghai Guotai Haitong Securities Asset Management Co., Ltd." [1] - Publicly offered asset management plans that have not yet announced termination will also see a change in management to the new entity, pending approval from the China Securities Regulatory Commission and successful holder meetings [2] - Customer personal information will be transferred to Guotai Haitong Asset Management, which commits to maintaining the original purposes and methods of processing personal information in compliance with the Personal Information Protection Law of the People's Republic of China [2]

Summary of Key Points Core Viewpoint The company, Puyang Pona High-Temperature Materials (Group) Co., Ltd., is set to redeem its convertible bonds ahead of schedule, following the fulfillment of specific conditions outlined in the bond's terms and regulations [1][9]. Group 1: Convertible Bond Issuance and Terms - The company issued 6,263,903 convertible bonds on May 26, 2021, with a total value of 62.63903 million yuan, each with a face value of 100 yuan [1][2]. - The bond's conversion period is from December 1, 2021, to May 25, 2026, with an initial conversion price of 4.43 yuan per share, which has been adjusted multiple times [2][3]. - The current conversion price is set at 4.20 yuan per share, effective from July 11, 2025 [3]. Group 2: Redemption Conditions - The bond has conditional redemption clauses, allowing the company to redeem the bonds if the stock price exceeds 130% of the conversion price for at least 15 trading days within a 30-day period [4]. - The company has triggered the redemption clause as the stock price met the required conditions from July 8 to July 28, 2025 [4][5]. Group 3: Redemption Implementation - The redemption price is set at 100.906 yuan per bond, which includes accrued interest calculated based on the bond's face value and interest rate [5]. - The redemption will be executed for all bondholders registered by the close of trading on August 20, 2025, with the bonds being delisted from the Shenzhen Stock Exchange thereafter [6][8]. Group 4: Shareholder Transactions - The company conducted an internal review and found that major shareholders, including the actual controller and board members, did not trade the bonds in the six months leading up to the redemption conditions being met [7][8]. Group 5: Other Considerations - Bondholders must process conversion requests through their respective securities firms, with a minimum conversion unit of one bond [8]. - The company’s board approved the early redemption of the bonds during a meeting held on July 28, 2025, ensuring compliance with relevant regulations [8][9].

Core Viewpoint - The company, Shanghai Annuoqi Group Co., Ltd., has decided to postpone the expected usable status date for its "Yantai Annual Production of 30,000 Tons of Dye Intermediate Production Project" from July 31, 2025, to December 31, 2025, due to the current progress of the project and the need for additional time for completion and verification [5][6][7]. Fundraising Overview - The company raised a total of RMB 419,040,000 by issuing 72,000,000 shares at a price of RMB 5.82 per share in November 2017, with a net amount of RMB 405,173,962.27 after deducting issuance costs [1]. - The funds are managed under a strict system to ensure they are used for their intended purposes, with agreements in place for supervision [2]. Fund Usage Status - The total investment for the "Yantai Annual Production of 30,000 Tons of Dye Intermediate Production Project" is RMB 70,000,000, with RMB 29,738,470 already invested as of the latest report [2][3]. - The project has reached a production capacity of 16,177 tons of disperse dye intermediates, stabilizing the company's raw material supply [6]. Project Delay Details - The delay in the project is primarily due to the need for additional time to complete the verification process and ensure high-quality implementation [6][7]. - The company has confirmed that the basic content of the project remains unchanged, and the delay will not affect the intended use of the funds or harm shareholder interests [5][7]. Approval Process - The decision to postpone the project has been approved by the company's board of directors and supervisory board, ensuring compliance with relevant regulations [7]. Sponsor's Verification Opinion - The sponsor, Guotai Junan Securities Co., Ltd., has verified that the postponement of the fundraising project complies with relevant regulations and will not materially affect the project's implementation [7].

Core Viewpoint - The merger of Guotai Junan Asset Management and Haitong Asset Management marks the first case of a securities firm's asset management subsidiaries merging in China's securities industry, initiating the first subsidiary integration project since the establishment of Guotai Haitong Securities [1][3]. Group 1: Merger Announcement - Guotai Haitong Securities' board approved the merger plan for Guotai Junan Asset Management to absorb Haitong Asset Management on July 25 [1]. - Guotai Junan Asset Management announced its name change to "Shanghai Guotai Haitong Securities Asset Management Co., Ltd." on the same day [3]. Group 2: Background and Scale Effect - Both asset management companies have a rich history, with Guotai Junan Securities and Haitong Securities being among the first to obtain licenses for collective asset management in 2005 [4]. - As of the end of 2024, Guotai Junan Asset Management's assets under management (AUM) reached 588.43 billion yuan, while Haitong Asset Management's AUM was 106.98 billion yuan, leading to a combined AUM of 695.41 billion yuan post-merger, significantly enhancing their industry position [4]. Group 3: Product Integration and Business Synergy - Post-merger, the two asset management companies will unify their business directions and develop innovative growth strategies, optimizing service systems and sharing core capabilities [5]. - The management name for Guotai Junan Asset Management's products will change to reflect the new company name, and some public collective funds will apply for a change in management to Guotai Haitong Asset Management [5]. - The merger aims to enhance overseas asset allocation capabilities and better meet the growing wealth management needs of residents, supporting the establishment of a stronger asset management platform and a more comprehensive wealth management ecosystem [5].