华泰联合证券有限责任公司 关于浙江九洲药业股份有限公司 使用部分募集资金向募投项目实施主体增资 实施募投项目的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"保荐人"）作 为浙江九洲药业股份有限公司（以下简称"九洲药业"或"公司"）非公开发行 股票持续督导阶段的保荐人，根据《证券发行上市保荐业务管理办法》《上海证 券交易所股票上市规则》 《上市公司募集资金监管规则》 《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》等有关规定，对九洲药业本次使用部分募 集资金向募投项目实施主体增资实施募投项目进行审慎核查，具体核查情况如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于核准浙江九洲药业股份有限公司非公开发 行股票的批复》（证监许可[2022]2955 号）核准，公司非公开发行人民币普通股 （A 股）股票 65,291,198 股，发行价格为 38.29 元/股，募集资金总额为人民币 募集资金净额为人民币 2,488,437,045.43 元。上述募集资金到位情况已经天健会 计师事务所（特殊普通合伙）审验，并于 2023 年 1 月 13 日出具天健验（2023） 为规范公司 ...

Fund Utilization - The company has approved the use of excess raised funds amounting to 50 million RMB for permanent working capital supplementation as of January 18, 2023 [2] - An additional 159.901 million RMB of excess funds has been allocated for the investment in the "New Energy Vehicle Precision Transmission Gear Manufacturing Project," with 121.908 million RMB actually utilized by 2024 [2] - The company has also approved the temporary use of 50 million RMB of idle raised funds for working capital, with 20 million RMB actually utilized and repaid by December 31, 2024 [2] - The company has utilized 30 million RMB of excess raised funds for cash management, which has been redeemed by December 31, 2024 [3] Project Performance - There have been no abnormal situations reported regarding the investment projects funded by raised capital [4] - Certain projects, such as the R&D center upgrade, do not directly generate benefits but are aimed at enhancing the company's long-term competitiveness [5] - The company has not changed any of the investment projects funded by raised capital [6] Disclosure and Governance - The company has reported no significant issues in the use and disclosure of raised funds for the year [7] - The company has revised its articles of association and governance systems to comply with the latest legal requirements and improve operational standards [35][36] Credit Facility - The company has applied for a comprehensive credit facility of up to 1.256 billion RMB from various banks [9] - The company plans to increase this credit facility by an additional 1.4 billion RMB, bringing the total to 2.656 billion RMB [10] - The credit facility will be secured by the company's legally owned assets, and the actual financing amount will depend on operational needs [10][12] Shareholder Meeting - The company will hold its first extraordinary general meeting of 2025 on August 21, 2025, to discuss various resolutions [15][16] - The meeting will allow for both on-site and online voting, with specific procedures outlined for participation [17][22] Investor Communication - The company will hold a half-year performance briefing on August 15, 2025, to discuss its operational results and financial status [33] - Investors are encouraged to submit questions in advance for discussion during the briefing [34]

General Principles - The purpose of the fundraising management and usage guidelines is to enhance and standardize the management of funds raised by the company, improve their usage efficiency, and protect the legitimate interests of all shareholders [1][2] - The funds referred to in these guidelines are those raised through the issuance of stocks or other equity-like securities, excluding funds raised for equity incentive plans [1] Fund Management - The company must use the raised funds prudently, ensuring that their usage aligns with the commitments made in the issuance application documents, and must not arbitrarily change the direction of the funds [2][3] - The company’s directors and senior management are responsible for ensuring the proper use of the raised funds and must not participate in or condone any unauthorized changes to the usage of these funds [2][3] Fund Storage - The company must store the raised funds in a dedicated account to facilitate supervision and management [3][4] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being in place [3][4] Fund Usage - The raised funds should primarily be used for the company's main business and must not be used for high-risk investments or to provide financial assistance to others [5][6] - The company must ensure the authenticity and fairness of the fund usage, preventing misuse by controlling shareholders or related parties [5][6] Project Management - The company must regularly report on the progress of investment projects to the board and publicly disclose the implementation status [6][7] - If any significant changes occur in the market environment or if the project is delayed, the company must reassess the feasibility and expected returns of the project [6][7] Changes in Fund Usage - Any changes in the usage of raised funds must be approved by the board and disclosed promptly [8][9] - The company must follow specific procedures for using surplus funds, including obtaining board approval and disclosing the reasons for any changes [12][13] Fund Supervision - The board must continuously monitor the actual storage, management, and usage of the raised funds, providing semi-annual reports [16][17] - Independent financial advisors must conduct regular on-site inspections of the fund management and report any irregularities [18][19]

Core Viewpoint - The report provides an overview of the fundraising activities and the usage of the raised funds by Zhejiang Fengli Intelligent Technology Co., Ltd. as of June 30, 2025, confirming compliance with regulatory requirements and detailing the financial status of the company [1][2]. Fundraising and Storage - The company raised a total of RMB 670.13 million by issuing 30.1 million shares at RMB 22.33 per share, with net proceeds amounting to RMB 618.73 million after deducting underwriting and related fees [2][4]. - The funds were deposited into a designated regulatory account managed by the lead underwriter, Guotai Junan Securities Co., Ltd. [2][4]. Fund Usage - The report outlines the specific projects funded by the raised capital, including adjustments to project timelines and the allocation of surplus funds for new investments [5][6]. - The company has approved the use of RMB 159.90 million of excess funds for the construction of a new project related to precision transmission gears for electric vehicles [6]. Project Status and Financial Performance - The company has adjusted the expected completion dates for several projects, including the small modulus precision gear expansion project and the R&D center upgrade project, to December 31, 2024, and December 31, 2025, respectively [5][6]. - The report indicates that there are no external transfers or replacements of the fundraising projects, and the company has not used the funds for share purchases [8][9]. Idle Funds Management - The company has approved the temporary use of idle funds to supplement working capital, ensuring that the investment projects' funding needs are met [9]. - A total of RMB 65 million of idle funds was utilized for financial management, with the investments redeemed by December 31, 2024 [9].

Key Points - The company plans to provide a loan of RMB 744.34 million to its wholly-owned subsidiary, Nantong Libat Heavy Industry Co., Ltd., to implement a fundraising project [1][3][5] - The loan amount includes corresponding income such as interest and net cash management income, with the actual amount based on the balance of the fundraising account [1][3] - The board of directors approved the loan proposal on July 31, 2025, and it does not require shareholder approval [1][7] - The total amount raised from the issuance of convertible bonds was RMB 750 million, with a net amount of RMB 744.34 million after deducting issuance costs [1][2] - The loan is intended solely for the implementation of the "Nantong Libat Heavy Industry Co., Ltd. Large Industrial Module Manufacturing Project" and cannot be used for other purposes [3][5] - The loan term is five years, with interest rates based on the latest published loan market quotation rates [3][5] - Nantong Libat Heavy Industry Co., Ltd. is a wholly-owned subsidiary of the company, established on September 18, 2023, with a registered capital of RMB 200 million [4][5] - The company has established a special account for the management of the raised funds and signed regulatory agreements with relevant parties to ensure proper use [2][6] - The company and its subsidiary will comply with relevant regulations regarding the management and use of raised funds [6][7]

Core Viewpoint - The report provides an overview of the fundraising and usage of proceeds by Changhua Chemical Technology Co., Ltd. as of June 30, 2025, confirming compliance with regulatory guidelines and detailing the financial activities related to the raised funds [1][2]. Fundraising Overview - The company raised a total of RMB 902,537,500 through the issuance of 35.05 million shares at RMB 25.75 per share, with actual proceeds after underwriting fees amounting to RMB 851,450,471.70 [2][3]. - The total amount available for use after deducting various fees was RMB 825,059,369.81 [3]. Fund Usage - As of June 30, 2025, the company utilized RMB 651,633,283.81 for investment projects, with a remaining balance of RMB 184,345,219.18 [3][4]. - The company has made changes to its investment projects, notably terminating the "R&D Center Construction Project" and reallocating funds to the "Carbon Dioxide Polyether and High-Performance Polyol Project (Phase I)" [4][5]. Project Details - The "Carbon Dioxide Polyether and High-Performance Polyol Project" is planned in two phases, with total estimated investments of RMB 586,249,000, including RMB 437,252,000 for construction [5]. - The first phase includes the construction of facilities with a capacity of 80,000 tons/year for carbon dioxide polyether and 300,000 tons/year for polyether polyol, while the second phase will expand the capacity further [5]. Financial Management - The company has also engaged in cash management of temporarily idle funds, allowing for investment in low-risk financial products, with a maximum of RMB 50 million allocated for such purposes [10]. - The report indicates that the company has pre-invested RMB 121,347,500 of its own funds into projects before the public offering, which will be replaced by the raised funds [12]. Economic Benefits - The projects funded by the raised capital are expected to enhance the company's operational capabilities and market competitiveness, although some projects, like the R&D center, do not directly generate economic benefits [11][12]. - The expansion of the polymer polyol project has already begun to yield revenue, with reported income of RMB 39,572,170 for the first half of 2025 [12][14].

Summary of Key Points Core Viewpoint The report outlines the usage of funds raised by Changhua Chemical Technology Co., Ltd. through its initial public offering, detailing the total amount raised, expenses incurred, and the allocation of funds to various projects, including a significant shift in investment focus towards a new project involving carbon dioxide polyether and high-performance polyols. Group 1: Fundraising and Allocation - The company raised a total of RMB 902,537,500.00 by issuing 35.05 million shares at RMB 25.75 each, with net proceeds after underwriting fees amounting to RMB 851,450,471.70 [1][2]. - After deducting various expenses, the actual usable funds were RMB 825,059,369.81, with a remaining balance of RMB 184,345,219.18 as of June 30, 2025 [1][2]. Group 2: Project Changes and Investments - In April 2024, the company decided to terminate the original fundraising project for the "Research and Development Center" and redirect the funds towards the "Carbon Dioxide Polyether and High-Performance Polyols Project (Phase I)" [2][3]. - The total investment for the new project is estimated at RMB 586,249.00 million, with Phase I expected to cost RMB 331,377.00 million [4]. Group 3: Financial Management and Efficiency - The company has implemented cash management strategies for temporarily idle funds, allowing for investment in low-risk financial products, with a maximum of RMB 50,000 million allocated for such purposes [6]. - The report indicates that the company has pre-invested RMB 121,347,500.00 of its own funds into projects before the public offering funds were available, which will be replaced by the raised funds [6]. Group 4: Economic Benefits and Performance - The report highlights that the "Carbon Dioxide Polyether and High-Performance Polyols Project" is expected to enhance the company's research capabilities and market competitiveness, although the R&D center itself does not directly generate economic benefits [7][8]. - The company anticipates that the new project will improve production efficiency and expand market share, contributing positively to overall profitability [8].

Core Viewpoint - The company plans to use raised funds to increase capital or provide loans to its wholly-owned subsidiaries for the implementation of fundraising projects, ensuring the smooth execution of these projects and aligning with the company's development strategy [1][5][9]. Fundraising Overview - The company raised a total of RMB 2,789,650,905.40 through the issuance of 28,020,000 convertible bonds at a face value of RMB 100 each, as approved by the China Securities Regulatory Commission [1][2]. - The total amount intended for investment projects is RMB 280,200.00 million, with adjustments made based on the actual fundraising amount after deducting issuance costs [2][3]. Fund Allocation - The company will allocate RMB 42,899.94 million to Wuhu Berteli Electronic Control Systems Co., Ltd., RMB 24,477.43 million to Weihai Berteli Automotive Safety Systems Co., Ltd., and RMB 59,207.19 million to Wuhu Berteli Mexico LLC for various projects [3][8]. - The projects include the development and industrialization of electronic mechanical brakes, line control chassis brake systems, and electronic parking brake systems, among others [3][5]. Subsidiary Information - Wuhu Berteli Electronic Control Systems Co., Ltd. has total assets of RMB 159,654.70 million and net assets of RMB 71,152.60 million as of March 31, 2025 [5]. - Weihai Berteli Automotive Safety Systems Co., Ltd. reported total assets of RMB 165,136.44 million and net assets of RMB 137,267.44 million as of March 31, 2025 [6]. - Wuhu Berteli Mexico LLC has total assets of RMB 132,930.10 million and net assets of RMB 23,483.07 million as of March 31, 2025 [7]. Purpose and Impact of Fund Usage - The use of raised funds for capital increase or loans is aimed at ensuring the successful implementation of fundraising projects, which aligns with the company's strategic goals and complies with relevant laws and regulations [8][9]. - The company maintains control over its subsidiaries during the funding period, minimizing financial risks [8]. Fund Management - The raised funds will be managed in a dedicated account, and a four-party supervision agreement will be established to ensure compliance with regulations [8]. - The company will adhere to the relevant disclosure obligations as per legal requirements [8]. Approval Process - The board of directors and the supervisory board approved the use of raised funds for the subsidiaries during meetings held on July 30, 2025, without the need for shareholder approval [8][9].

| 广东思泉新材料股份有限公司 | | | --- | --- | | 前次募集资金使用情况 | | | 鉴证报告 | | | 致同会计师事务所（特殊普通合伙） | | | 目 录 | | | 前次募集资金使用情况鉴证报告 1-2 | | | 公司前次募集资金使用情况报告 1-5 | | | 前次募集资金使用情况对照表 6 | | | 前次募集资金投资项目实现效益情况对照表 7 | | | 致同会计师事务所（特殊普通合伙） | | | 中国北京朝阳区建国门外大街 22 号 | | | 5 层邮编 100004 赛特广场 | | | 电话 +86 10 8566 5588 | | | +86 10 8566 5120 | | | 传真 | | | www.grantthornton.cn | | | 前次募集资金使用情况鉴证报告 | | | 致同专字（2025）第 441A017921 号 | | | 广东思泉新材料股份有限公司全体股东： | | | 我们审核了后附的广东思泉新材料股份有限公司（以下简称思泉新材）截 | | | 至 2025 年 6 月 30 日的前次募集资金使用情况报告、前次募集资金使用情况对 ...

Summary of Key Points Core Viewpoint - The company intends to use part of the raised funds to provide loans to its wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to implement its fundraising projects, which aligns with its overall strategic planning and long-term interests [1][8]. Fundraising Basic Situation - The company raised a total of RMB 1,047,987,200.00 by issuing 16.64 million shares at RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2]. Management and Use of Raised Funds - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [2][9]. Fundraising Project Adjustments - The company has made adjustments to its fundraising projects, including extending the implementation period for certain projects to July 2027 and terminating others, such as the "High Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" [3][5]. Loan Provision Details - The company plans to provide a loan of up to RMB 35 million to its subsidiary, Jinghua Zhixin, to ensure the smooth implementation of the "Research and Development Center Construction Project" [5][6]. Loan Management and Usage - The loan will be managed in a dedicated account and can only be used for the specified fundraising projects, with the interest rate based on the latest one-year Loan Prime Rate (LPR) [6][9]. Approval Process - The board of directors approved the loan provision on July 29, 2025, and this decision falls within the board's authority, thus not requiring shareholder approval [7][9]. Sponsor's Verification Opinion - The sponsor has verified that the loan provision complies with relevant regulations and does not harm the interests of the company or its shareholders, ensuring that the fundraising plan remains intact [9][10].