中信建投证券股份有限公司 关于上海康鹏科技股份有限公司 为他人提供反担保的核查意见 中信建投证券股份有限公司作为上海康鹏科技股份有限公司（以下简称"康 鹏科技"、"公司"）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》、 《上海证券交易所科创板上市公司自律监管 指引第 1 号——规范运作》等相关规定，对康鹏科技为他人提供反担保进行了审 慎核查，具体情况如下： 一、反担保情况概述 （一）反担保的基本情况 公司的参股公司浙江中硝康鹏化学有限公司（以下简称"中硝康鹏"）为满足 日常经营发展的融资需要，向三井住友银行（中国）有限公司杭州分行（以下简 称"住友银行"）拟申请不超过人民币 9,000.00 万元贷款额度，其控股股东中央硝 子株式会社（以下简称"中央硝子"）为上述贷款本金、利息、损害金及其他根据 贷款合同承担的全部债务（以下简称"融资担保合计金额"）提供连带责任保证担 保，公司及其控股子公司衢州康鹏化学有限公司（以下简称"衢州康鹏"）合计持 有中硝康鹏 40%的股权，公司拟按照其在中硝康鹏的持股比例就融资担保合计 金额的 40%向中央硝子提供相应的反担保。 资产总额 ...

Core Viewpoint - The company has provided a guarantee for its subsidiary, Panyu Jinjiang Company, to support its financing needs, which is a normal business practice and is expected to enhance the company's cash flow without adversely affecting its operations [2][12]. Group 1: Guarantee Details - The company provided a loan guarantee for Panyu Jinjiang Company with a maximum principal amount of RMB 153 million [2]. - The guarantee is part of a broader plan authorized by the company's 2023 annual general meeting, thus not requiring further board or shareholder approval [2][3]. - Chengdu Xiangjiang Company, a subsidiary, has provided counter-guarantees for the guarantees given to Panyu Jinjiang Company [3]. Group 2: Financial Implications - As of March 30, 2025, Panyu Jinjiang's asset-liability ratio was below 70%, indicating a manageable level of debt [12]. - The total amount of external guarantees provided by the company and its subsidiaries is RMB 1.881 billion, which represents 31.90% of the company's audited net assets for 2024 [12]. - There are no overdue guarantees as of the announcement date, indicating a stable financial position [12]. Group 3: Board's Opinion - The board believes that providing the guarantee supports the sustainable development of the subsidiary and meets its operational funding needs, aligning with the interests of the company and its shareholders [12]. - The production and operational status of Panyu Jinjiang Company is normal, and it has the capacity to repay its debts [12].

Summary of Key Points Core Viewpoint - The company has entered into a guarantee agreement with its controlling shareholder, Xiangjiang Group, to secure a loan of RMB 40 million from China Construction Bank, with the company providing a counter-guarantee of equal amount [3][4]. Group 1: Guarantee Overview - The company applied for a working capital loan of RMB 40 million with a term not exceeding one year, guaranteed by Xiangjiang Group [3]. - A counter-guarantee agreement was signed, with the company paying a guarantee fee of 0.5% per year [3]. Group 2: Internal Decision-Making Process - The guarantee and counter-guarantee were approved in meetings held on July 7 and July 23, 2025, with a new financing guarantee limit of RMB 1 billion, raising the total guarantee limit to RMB 2 billion [4]. - The guarantee can be reused within a 12-month period from the approval date, and no additional board or shareholder meetings are required for specific guarantees within this limit [4]. Group 3: Necessity and Reasonableness of the Guarantee - The guarantee arrangement is deemed beneficial for the company's operational needs and financing efficiency, aligning with the company's overall interests [6]. - The guarantee fee is based on market rates, ensuring fairness and compliance with regulations, with no adverse effects on the company's operations [6]. Group 4: Board Opinions - The board has approved the guarantee matters in the aforementioned meetings, with details published on the Shanghai Stock Exchange website [7].

Group 1 - The company plans to provide a guarantee of up to RMB 2 billion and RMB 4 billion for Joint Wireless (Hong Kong) Limited and Hong Kong Huaxin Technology Co., Ltd., respectively, subject to approval at the second extraordinary general meeting of shareholders in 2025 [1] - Shanghai Jingyu Investment Management Co., Ltd. intends to purchase a 49% stake in Shenzhen Huaxin Technology Co., Ltd. and WORLDSTYLE TECHNOLOGY HOLDINGS LIMITED, with the transfer and delivery procedures not yet completed [1] - Jingyu Investment will provide a counter-guarantee in the form of joint liability for the newly added guarantee amounts approved by the shareholders' meeting, without charging any counter-guarantee fees [1] Group 2 - The counter-guarantee from Jingyu Investment aims to reduce the risk of full guarantees and protect the company's interests, ensuring no harm to the company and shareholders [2] - From the beginning of 2025 until the announcement date, the total amount of various related transactions between the company and Jingyu Investment is RMB 0.14 million, excluding the current counter-guarantee and previously approved transactions [2] - The purpose of this related transaction is to lower the company's guarantee risk and support its operational development [2]

Summary of Key Points Core Viewpoint - The company, Beijing Dongliyuan Technology Co., Ltd., plans to secure a directed financing of up to 80 million RMB, with a term not exceeding 36 months, by providing a real estate mortgage as collateral to Beijing Zhongguancun Technology Financing Guarantee Co., Ltd. [1][5] Group 1: Guarantee Overview - The company intends to obtain directed financing not exceeding 80 million RMB for business development needs, with a maximum term of 36 months [1][5] - The financing will be guaranteed by Beijing Zhongguancun Technology Financing Guarantee Co., Ltd., which will also receive a real estate mortgage as collateral [1][5] - The real estate used for collateral is located at 8-1 to 5, Xinghuo Road, Fengtai District, Beijing [1][5] Group 2: Internal Decision-Making Process - The asset mortgage related to the directed financing was approved in the 47th meeting of the 8th Board of Directors held on July 14, 2025 [2] - The company has previously approved a comprehensive credit and guarantee limit of up to 400 million RMB for itself and its subsidiaries [3] - The current guarantee is within the authorized limit from the annual general meeting and does not require further shareholder approval [3] Group 3: Details of the Guarantee Agreement - The company will sign a "Maximum Commission Guarantee Contract" and a "Collateral (Real Estate Mortgage) Contract" with Beijing Zhongguancun Technology Financing Guarantee Co., Ltd. [5][7] - The guarantee is deemed necessary for the company's business development and will not adversely affect its daily operations or shareholder interests [5] Group 4: Financial Health of the Guarantor - Beijing Zhongguancun Technology Financing Guarantee Co., Ltd. has total assets of 116.70 billion RMB and total liabilities of 47.73 billion RMB as of the first quarter of 2025 [4] - The company is not listed as a dishonest executor and has a good credit status [4] Group 5: Cumulative External Guarantee - As of the announcement date, the total external guarantee amount by the company and its subsidiaries is 33.23% and 42.10% of the latest audited net assets, respectively [7]

Core Viewpoint - The company, Suzhou Chunxing Precision Mechanical Co., Ltd., is facing significant financial obligations related to the repurchase of land use rights and buildings from Yuansheng Zhihui Technology Co., Ltd., which may impact its operations and financial performance if unresolved [1][2][4]. Group 1: Repurchase Agreement Details - Yuansheng Zhihui is required to repurchase land use rights and buildings for 806 million yuan by July 13, 2025, and has not yet completed this repurchase [1][2]. - The company has provided a guarantee of 399 million yuan as a deposit for the repurchase, which has not been returned [1][3]. - The total outstanding obligations include 407 million yuan for the repurchase and 35.35 million yuan in rent, exceeding 50% of the company's audited net assets for 2024 [1][4]. Group 2: Current Financial Situation - Yuansheng Zhihui has not paid 6.45 million yuan in land use tax and property tax, and 35.35 million yuan in rent, contributing to financial strain [3][4]. - The company has established a special task force to negotiate with local government and related parties to address these issues and seek potential rent reductions and extensions for the repurchase timeline [3][4]. - The ongoing financial challenges have not yet significantly impacted the company's main business operations, which focus on precision aluminum alloy components for communication systems and automotive parts [4].

Core Viewpoint - Huayang Lianzhong (603825) experienced a decline in stock price, closing at 12.2 yuan, down 3.17% from the previous week, with a current market capitalization of 3.091 billion yuan [1] Company Announcements - Huayang Lianzhong provided a counter-guarantee to its controlling shareholder, Xiangjiang Group, involving a loan amount of 202 million yuan [1] - The company applied for additional working capital loans of 152 million yuan from Industrial Bank and 50 million yuan from China Transportation Bank, with a loan term not exceeding one year [1] - Xiangjiang Group provided joint liability guarantee for the loans, and Huayang Lianzhong signed a counter-guarantee agreement, paying a guarantee fee of 1% per year [1] - As of the announcement date, the total amount of external guarantees by the listed company and its subsidiaries was 1.6895463 billion yuan, accounting for 395.62% of the latest audited net assets, with no overdue guarantees [1] - The counter-guarantee covers all payments and expenses incurred by the guarantor during the guarantee period, which lasts for the duration of the guarantee and three years thereafter [1] - This guarantee is expected to enhance the company's operational development needs and improve financing efficiency, aligning with the company's overall interests [1]

Group 1 - The company, Jiangsu Yabong Dyeing Co., Ltd., is providing a counter-guarantee for its wholly-owned subsidiary, Lianyungang Saike Waste Disposal Co., Ltd., which has applied for a maximum comprehensive credit of RMB 10 million from Jiangsu Bank Lianyungang Branch [1][2] - The counter-guarantee is structured as a joint liability guarantee, with the company providing real estate valued at RMB 17.16 million as collateral [1][2] - As of the announcement date, the company has no overdue external guarantees within its consolidated financial statements [1][2] Group 2 - The total amount of external guarantees provided by the company and its subsidiaries is RMB 138 million, accounting for 20.06% of the company's audited net assets as of the end of 2024 [2] - The external guarantees from the company's subsidiaries amount to RMB 50 million, representing 7.26% of the company's audited net assets as of the end of 2024 [2] - The company has no other external guarantees apart from those mentioned [2]

Core Viewpoint - The company has approved the use of idle raised funds to temporarily supplement its working capital, totaling up to RMB 16,166 million, with a usage period not exceeding 12 months from the date of board approval [5][19][50]. Group 1: Fund Usage and Approval - The company held a board meeting on June 20, 2025, where it approved the temporary use of idle raised funds amounting to RMB 16,166 million for working capital [19][28][50]. - The board's decision was made in accordance with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [20][50][51]. - The company has previously utilized idle funds for similar purposes, with a history of timely repayments [7][11][12]. Group 2: Fundraising Background - The company raised a total of RMB 384.12 million through a non-public offering, with a net amount of RMB 377.32 million after deducting fees [6][15]. - The funds raised are intended for various projects, including brand new retail network operations and smart marketing cloud platform construction [15][16]. Group 3: Previous Fund Usage - The company has a track record of using idle funds for temporary working capital, including RMB 13 million in 2021 and RMB 8 million in 2022, all of which were repaid within the stipulated time [7][8][9][10]. - The company has consistently notified its sponsor, CITIC Securities, regarding the repayment of these funds [12][13][14].

Summary of Key Points Core Viewpoint - The company Shanghai Yashi Investment Development Co., Ltd. is providing a counter-guarantee to its controlling shareholder, Hubei International Trade Group Co., Ltd., for a loan aimed at financing the construction of the Eurasian Supply Chain Aktsu Base Project, which is expected to enhance the company's financing capabilities and reduce costs [1][5]. Group 1: Counter-Guarantee Overview - The company plans to apply for a project loan of up to RMB 140 million, with Hubei International Trade Group providing a full joint liability guarantee [1]. - The counter-guarantee provided by the company amounts to RMB 140 million, with a guarantee period of three years [2][4]. - As of the announcement date, the company has provided a total of RMB 672 million in external guarantees, which represents 60.06% of the company's audited net assets as of December 31, 2024 [6]. Group 2: Financial and Operational Context - Hubei International Trade Group has a debt-to-asset ratio exceeding 70%, which is highlighted as a risk factor for investors [1]. - The company has signed a loan agreement with the China Export-Import Bank Hubei Branch for RMB 140 million, with a loan term of nine years [2]. - The company’s financial position includes total assets of approximately RMB 1.71 billion and total liabilities of about RMB 1.34 billion, resulting in a net asset value of around RMB 370 million [3]. Group 3: Board and Shareholder Considerations - The board of directors has approved the counter-guarantee and believes it will support the company's financing needs and overall interests [5][6]. - The company will pay a guarantee fee to Hubei International Trade Group based on market rates, ensuring the transaction is fair and does not harm the interests of shareholders [5].