中信证券股份有限公司关于 汤臣倍健股份有限公司 变更部分募集资金用途的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为汤臣倍 健股份有限公司（以下简称"汤臣倍健"或"公司"）2020 年向特定对象发行股 票的保荐人，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》等规定，对公司变更部分募集资金用途的事项进行了核查，具体 情况如下： 一、募集资金的基本情况 经中国证券监督管理委员会"证监许可[2021]864 号"文核准，公司于 2021 年 4 月向特定对象发行人民币普通股股票 119,288,209 股，发行价格为 26.20 元/ 股，共计募集资金总额为人民币 3,125,351,075.80 元，实际募集资金净额为 普通合伙）、华兴会计师事务所（特殊普通合伙）审验，并出具相关验资报告。 公司对募集资金采取了专户存储管理。 截至 2025 年 6 月 30 日，公司募集资金使用情况如下： | | | | | | | | | 投入金额 | | | 单位：万元 | | | 募集资金承诺 ...

Group 1 - The company held its fifth board meeting of 2025, where all members ensured the accuracy and completeness of the disclosed information [1] - The board approved a proposal to change the use of part of the raised funds from the 2022 stock issuance, reallocating 365.8654 million yuan to a new project focused on green low-carbon technology for data centers [1][2] - The total investment for the new project is 413.9781 million yuan, with the company planning to use 365.8654 million yuan from the raised funds [2] Group 2 - The board agreed to amend certain provisions of the company's articles of association to comply with legal regulations and improve business operations [3][4] - The board also approved revisions to the rules governing shareholder meetings to enhance order and efficiency [3] - The board's decisions, including the amendments to governance structures, will be submitted for approval at the upcoming second extraordinary general meeting of shareholders in 2025 [5]

Core Viewpoint - The company, Diou Home (002798.SZ), plans to adjust the use of funds raised from its convertible bonds, reallocating approximately 477 million yuan to permanently supplement its working capital due to changes in market conditions and operational needs [2][3][4]. Fund Allocation Changes - Diou Home has decided to change the funding purpose of its previously planned projects, specifically the "Oushinou Eight Group Annual Production of 50 Million Square Meters High-End Wall and Floor Tile Intelligent Production Line (Energy Saving and Emission Reduction, Water Saving) Project Phase II" and the "Two Groups Annual Production of 13 Million Square Meters High-End Ceramic Floor Tile Intelligent Production Line Project" [2][3]. - The company had initially raised 1.5 billion yuan through convertible bonds in 2021, with a net amount of approximately 1.482 billion yuan after deducting issuance costs [4]. Operational Adjustments - The decision to repurpose the remaining funds is based on the current market environment and competition, which have significantly changed since the original project plans were made [5][6]. - The company has already utilized 400 million yuan of idle funds to temporarily supplement working capital, which has not yet been repaid [4]. Production Capacity - Diou Home asserts that its current production capacity meets demand, and the new ceramic production lines and technological upgrades have sufficiently addressed the company's needs [5][6]. - The company completed a large-scale high-performance ceramic production line in November 2021, which significantly enhanced its capacity for large-format ceramic slabs [5]. Future Considerations - The company emphasizes the importance of maintaining liquidity to manage potential risks in an uncertain market environment, hence the decision to allocate funds to working capital rather than continuing with the original investment projects [4][5].

Group 1 - The company held its sixth board meeting on July 23, 2025, with all 8 directors present, confirming compliance with legal and regulatory requirements [1] - The board approved a resolution to change the use of raised funds from the public offering of convertible bonds, reallocating surplus funds of 476.5843 million yuan to permanently supplement working capital [2][3] - The board's decision to change the use of funds has been reviewed and approved by the audit and strategy committees and will be submitted for approval at the upcoming shareholder and bondholder meetings scheduled for August 8, 2025 [2][4] Group 2 - The company will terminate the special account for the raised funds after reallocating the remaining funds, and the tripartite supervision agreement with the bank and sponsor will also be terminated [2] - The upcoming shareholder meeting will take place at 14:30 on August 8, 2025, at the company's headquarters in Chengdu, with both in-person and online participation [3][4] - The first bondholder meeting is also scheduled for August 8, 2025, at 15:00, at the same location [4][5]

Core Viewpoint - The company plans to change the use of raised funds from its convertible bond issuance and permanently supplement its working capital with the remaining funds due to changes in market conditions and internal operational needs [5][8][9]. Fundraising Overview - The company raised a total of 1.5 billion RMB through the issuance of 15 million convertible bonds, with a maturity of 6 years [1]. - The net amount raised after expenses was 1.48 billion RMB, with specific projects outlined for investment [2]. Investment Project Details - The main projects funded include the "High-end Wall and Floor Tile Intelligent Production Line" with a total investment of 1.64 billion RMB, and the "High-end Ceramic Tile Intelligent Production Line" with a total investment of 366 million RMB [2][4]. - As of July 20, 2025, the cumulative investment in the first project was approximately 517.83 million RMB, representing 72.78% of the planned investment [4]. Change in Fund Usage - The company intends to change the use of funds due to a significant decline in demand in the construction ceramics industry, which has led to a reduction in effective market demand [5][8]. - The decision to repurpose the funds is aimed at optimizing resource allocation and reducing investment risks, as the original projects are unlikely to yield the expected returns under current market conditions [8][9]. Financial Strategy - The company has temporarily used 400 million RMB of idle funds to supplement working capital, with a total remaining balance of approximately 476.58 million RMB after accounting for interest income [2][3]. - The board of directors has approved the change in fund usage, which will enhance the company's financial structure and reduce financing costs [9][10]. Approval Process - The change in fund usage has been reviewed and approved by the company's board and will be submitted for further approval from shareholders and bondholders [9][10].

Core Viewpoint - The company has decided to change the use of raised funds and permanently supplement its working capital due to changes in market and policy environments affecting its original investment projects [4][9]. Summary by Sections Fundraising Overview - The company raised a total of RMB 368.17 million by issuing 36.8 million shares at RMB 11.45 per share in July 2021 [1]. - The net amount raised after expenses was RMB 368.17 million, verified by Tianjian Accounting Firm [2]. Proposed Changes to Fund Usage - The company's board and supervisory board approved a proposal to change part of the fundraising usage to new projects and permanently supplement working capital [2]. - As of July 10, 2025, the total amount of funds used was RMB 224.65 million, with RMB 74.11 million already utilized and RMB 149.35 million remaining [2]. Reasons for Changing Fund Usage - The original project aimed at "developing general contracting business" has seen slow progress due to market and policy changes, leading to a decision to halt further investment [3][4]. - The company has only utilized RMB 3.76 million of the planned RMB 153.11 million for the original project, with a completion rate of 2.45% [3]. Impact of Fund Usage Change - The decision to use the remaining funds for working capital is expected to alleviate liquidity issues, as the company reported a negative cash flow of RMB 82.97 million in Q1 2025 and has upcoming loan repayments of RMB 125 million [5]. - The change is anticipated to enhance the efficiency of fund usage and support the company's strategic initiatives in urban renewal, rural revitalization, and other sectors [5][6]. Approval Process - The board of directors and the supervisory board have both approved the proposal, which will also be submitted for shareholder approval [6][8]. - The company plans to transfer the remaining funds to its general settlement account and terminate the special fund storage agreement [6][10].

Summary of Key Points Core Viewpoint The company is adjusting the use of part of its raised funds and adding new investment projects to enhance the efficiency of fund utilization and align with its strategic development needs [1][17]. Group 1: Fundraising and Usage - The company raised a total of RMB 638 million by issuing 20 million shares at RMB 31.90 per share, with a net amount of RMB 563.82 million after deducting issuance costs [1][2]. - As of June 30, 2025, the cumulative amount used from the raised funds is RMB 432.69 million, with RMB 55.31 million of the excess funds used to supplement working capital [2][5]. - The company plans to change the use of RMB 60 million from the "Tension Wheel Expansion Project" to the "Intelligent Chassis Thermal Control System Production Base (Phase I) Project" due to market conditions and project progress [3][5]. Group 2: Project Adjustments - The original "Tension Wheel Expansion Project" had a total investment of RMB 84.94 million, with an expected internal rate of return of 30.06% and a payback period of 4.96 years [5][6]. - The company has decided to terminate the "Jiaxing Auto Parts Production Base Project" and redirect the funds to the new project, which has a total investment of RMB 600.79 million [7][9]. - The new project will require additional funding, which the company plans to cover through self-funding or other financing methods [7][9]. Group 3: Market and Economic Analysis - The global automotive parts rubber molding market is projected to grow from RMB 229.3 billion in 2023 to RMB 292.9 billion by 2030, with a compound annual growth rate (CAGR) of approximately 3.5% [10]. - The thermal management market in the automotive sector is expected to expand from RMB 408.8 billion in 2023 to RMB 532.4 billion by 2030, driven by increasing demand for efficient thermal management systems [10]. - The company has established itself as a qualified supplier for major automotive manufacturers, enhancing its market position and customer loyalty [11][12]. Group 4: Decision-Making and Oversight - The board of directors and the supervisory board have approved the changes in fund usage and new investment projects, ensuring compliance with relevant regulations [16][17]. - The company will implement a three-party supervision agreement for the management of the raised funds to ensure legal and effective usage [2][3]. - The adjustments are expected to optimize investment operations without adversely affecting the company's financial status or shareholder interests [17][18].

Meeting Overview - The company will hold the 2025 Second Extraordinary General Meeting and the 2025 Third A-share and H-share General Meetings on August 6, 2025 [1][2] - The on-site meeting will start at 14:00, with network voting available from 9:15 to 15:00 on the same day [1][2] Voting Procedures - Shareholders can vote either in person or through authorized representatives, with specific voting methods outlined for A-share and H-share shareholders [2][3] - A-share shareholders participating in network voting will have their votes considered for both the Second Extraordinary General Meeting and the Third A-share General Meeting [2][3] Agenda Items - The agenda for the Second Extraordinary General Meeting includes proposals for amending the company's independent non-executive director work system and related management rules, as well as changes to fundraising purposes and project investments [5][6] - The Third A-share General Meeting will also address similar proposals, with specific items requiring a two-thirds majority for approval [6][7] Attendance Registration - Shareholders must register for the meeting, providing necessary identification and documentation, with specific instructions for both individual and corporate shareholders [9][10] - Registration can also be done via mail or email for remote shareholders, with a deadline set for July 31, 2025 [9][10] Contact Information - The company has provided contact details for inquiries related to the meetings, including a phone number and email address [9]

Core Viewpoint - Shanghai Haiyouwei New Materials Co., Ltd. is issuing convertible bonds to raise funds for new projects, while terminating a previous project due to market conditions and shifting focus to more promising areas [3][9][10]. Group 1: Bond Issuance Details - The company issued 6.94 billion RMB worth of convertible bonds, with a total of 6.94 million bonds at a face value of 100 RMB each [4][5]. - The bonds have a maturity of six years, from June 23, 2022, to June 22, 2028, with an annual interest rate of 0.30% for the first year [5][6]. - The initial conversion price is set at 217.42 RMB per share, subject to adjustments based on various corporate actions [6][8]. Group 2: Project Changes - The company has decided to terminate the "Annual Production of 200 Million Square Meters of Photovoltaic Encapsulation Film Project (Phase I)" due to a slowdown in industry demand and overcapacity issues [9][10]. - Remaining funds of 226.03 million RMB will be redirected to a new project for "Annual Production of 2 Million Square Meters of PDCLC Dimmer Film Products (Phase I)" [9][11]. - The new project aims to enhance production capabilities in the automotive sector, addressing increasing order demands and improving the company's competitive edge [10][12]. Group 3: Financial Management - The company plans to cover the funding gap for the new project through its own or self-raised funds, ensuring efficient use of raised capital [9][12]. - The decision to reallocate funds is aligned with the company's strategic planning and is expected to enhance long-term development without adversely affecting normal operations [13].

Group 1 - The company held its 16th meeting of the 5th Supervisory Board on July 15, 2025, with all three supervisors present, confirming compliance with legal and regulatory requirements [1][2] - The Supervisory Board approved a proposal to change part of the raised funds' usage, adjust the internal investment structure of the fundraising projects, and postpone the timeline, which is deemed beneficial for improving the efficiency of fund usage and aligns with the company's development strategy [1][2] - The proposal received unanimous support from all supervisors, with 100% approval, and will be submitted for shareholder meeting review [2]