壶化股份公司管理层的责任是按照中国证券监督管理委员会、深圳证券交易所相关 规定编制前次募集资金使用情况报告。这种责任包括设计、实施和维护与前次募集资金 使用情况报告编制相关的内部控制，保证前次募集资金使用情况报告的真实、准确和完 整，以及不存在由于舞弊或错误而导致的重大错报。我们的责任是在实施鉴证工作的基 础上，对前次募集资金使用情况报告发表鉴证意见。 我们按照《中国注册会计师其他鉴证业务准则第3101号–历史财务信息审计或审阅 以外的鉴证业务》的规定执行了鉴证工作，以对前次募集资金使用情况报告是否不存在 重大错报获取合理保证。在执行鉴证工作过程中，我们实施了询问、检查、重新计算等 我们认为必要的鉴证程序，选择的程序取决于我们的职业判断。我们相信，我们的鉴证 工作为发表意见提供了合理的基础。 我们认为，壶化股份公司上述前次募集资金使用情况报告已经按照中国证券监督管 理委员会、深圳证券交易所相关规定编制，在所有重大方面如实反映了壶化股份公司截 至2025年3月31日前次募集资金的使用情况。 XYZH/2025BJAG1B0413 山西壶化集团股份有限公司 山西壶化集团股份有限公司全体股东： 我们对后附的山西壶化 ...

Core Viewpoint - Shenzhen Youyou Green Energy Co., Ltd. is convening its first extraordinary general meeting of shareholders in 2025 to discuss two key proposals regarding changes in fundraising project implementation methods and the use of excess funds for the construction of a smart manufacturing base for electric vehicle charging and discharging equipment [1][2]. Meeting Details - The extraordinary general meeting will be held on July 30, 2025, at 14:30, with network voting available on the same day [2][3]. - Shareholders can participate in the meeting either in person or through authorized representatives, and network voting will be facilitated through the Shenzhen Stock Exchange systems [3][4]. Proposals for Discussion - The meeting will address the following proposals: 1. Change in the implementation method and location of certain fundraising projects. 2. Use of excess funds for the preliminary construction of a smart manufacturing base for electric vehicle charging and discharging equipment [1][8]. - The company plans to adjust the investment estimates for the "Headquarters and R&D Center Construction Project" and the "Charging Module Production Base Construction Project" to reflect the new construction method and location [8]. Governance Changes - The company will no longer have a supervisory board; its functions will be transferred to the audit committee of the board of directors [6][7]. - The first supervisory board's term has ended, and the company will nominate three candidates for the second board of directors, which will include both non-independent and independent directors [6][7]. Financial Adjustments - The company intends to utilize excess funds for the preliminary construction of the smart manufacturing base, which includes land acquisition, design, budgeting, and initial construction costs [8].

Summary of Key Points Core Viewpoint - The company, Shenzhen Youyou Green Energy Co., Ltd., is changing the implementation method and location of part of its fundraising projects to enhance operational efficiency and better align with its strategic goals [1][4][8]. Group 1: Overview of Fundraising Projects - The company raised a total of RMB 940.8 million through its initial public offering, with a net amount of RMB 843.79 million after deducting issuance costs [1]. - The fundraising projects include the construction of a charging module production base and a headquarters and R&D center, with a total investment of RMB 70.75 million [2][3]. Group 2: Changes in Implementation Method and Location - The original plan for the headquarters and R&D center involved purchasing office space in Shenzhen Guangming District, while the charging module production base was to be established in a rented factory in Shenzhen Baoan District [4][5]. - The company now plans to purchase land in Shenzhen Guangming District to build both the headquarters and the production base, which is expected to optimize resource allocation and improve operational efficiency [5][6]. Group 3: Impact on the Company - The changes are expected to enhance the company's ability to respond to market demands and improve overall management capabilities, aligning with long-term development goals [6]. - The adjustments do not alter the investment objectives or the use of raised funds, ensuring compliance with relevant regulations [6][8]. Group 4: Approval Process - The board of directors and the supervisory board have approved the changes, and the matter will be submitted for shareholder approval [7][8].

Core Viewpoint - Recent changes in fundraising projects by companies such as Xingqiu Graphite, Hitech, and Huamai Technology are primarily due to shifts in market conditions, increased competition, and underwhelming demand in sectors like energy storage, intelligent driving, and communication [1][2][3]. Group 1: Fundraising Project Changes - Xingqiu Graphite announced a change in its fundraising project from "graphite crucibles and boxes for lithium battery anodes" to "silicon carbide and carbon-based composite anti-corrosion equipment and systems," reallocating 195 million yuan, which is 31.81% of the net fundraising amount [2]. - Hitech terminated its energy storage fundraising project, reallocating 53.8847 million yuan to permanently supplement working capital due to significant changes in the business model and market environment, leading to increased competition and compressed profit margins [3]. - Huamai Technology announced delays in some fundraising projects, with the completion of its 5G wireless network coverage RF device project postponed by two years to July 2027, due to structural reductions in telecom capital expenditures and increased competition [4]. Group 2: Market Conditions and Financial Implications - Xingqiu Graphite cited a significant change in market conditions, with weak demand in the new energy vehicle and energy storage markets leading to declining prices and low profit margins in the graphite anode materials sector [2]. - Hitech's latest performance forecast indicates a projected net loss of 52.5 million to 63 million yuan for the first half of the year, exacerbated by reduced orders in its military electronics and high-end medical equipment sectors [3]. - Huamai Technology's project adjustments reflect a need to address lower-than-expected market demand for certain products, resulting in a slowdown in capacity expansion and a revised investment plan [4]. Group 3: Project Implementation Challenges - Hitech's project implementation faced delays due to the need for land approval procedures after changing the project location, as well as construction delays caused by the discovery of buried construction and household waste [6]. - Nanwei Technology announced changes in its fundraising projects, reallocating surplus funds to permanently supplement working capital and delaying the overseas research and marketing center construction project until June 2026 due to global economic fluctuations [6]. - Botong Integration adjusted its investment structure for the "smart transportation and intelligent driving R&D and industrialization project," reducing the fundraising amount by 210 million yuan and reallocating it to a new project focused on edge AI processor products [7].

Core Viewpoint - The company has approved the addition of a new implementation location for its fundraising project, which is expected to enhance the efficiency of fund usage and align with its long-term development plans [1][4]. Fundraising Overview - The company has received approval from the China Securities Regulatory Commission to issue A-shares, with a total fundraising amount of approximately RMB 755.99 million, and a net amount of RMB 743.29 million after deducting issuance costs [1]. - The specific project for the raised funds is the "Huizhou Hengmingda Intelligent Manufacturing Base Construction Project," with a total investment of RMB 1.175 billion [2]. Fund Usage Details - The adjusted investment amount for the "Huizhou Hengmingda Intelligent Manufacturing Base Construction Project" is RMB 743.29 million [2]. - The company plans to use the raised funds to increase capital for Huizhou Hengmingda Electronic Technology Co., Ltd. for project construction [2]. Changes in Project Implementation Location - The new implementation location added is "Factory C, West Side of Huizhou Huayang Economic Development Zone," which is intended to ensure the smooth execution of the fundraising project [3]. - The change in location does not affect the project's investment purpose or the overall project content [4]. Impact on the Company - The addition of the new implementation location is a prudent decision that will not adversely affect the company's normal operations or the implementation of the fundraising project [4]. - The company will adhere to relevant regulations regarding the use of raised funds and strengthen both internal and external supervision to ensure legal and effective fund usage [4]. Review Procedures and Opinions - The board of directors, independent directors, and the supervisory board have all reviewed and approved the addition of the new implementation location [5].

Fundraising Overview - The company has completed its initial public offering (IPO) of 40.01 million A-shares at a price of 10.05 RMB per share, raising a total of 402.10 million RMB, with a net amount of 335.13 million RMB after deducting issuance costs [1] Fund Management and Storage - The company has established a dedicated account for the management and storage of the raised funds, in compliance with relevant regulations, and has signed a tripartite supervision agreement with its sponsor and banks [2] Project Fund Allocation Changes - In May 2023, the company approved a change in the allocation of 201.99 million RMB of unutilized funds from two original projects to a new project involving the production of solid and semi-solid food seasonings and agricultural product processing by Shandong Baoxin Food Technology Co., Ltd [3] Investment Increase and Project Adjustment - In August 2024, the company approved an increase in investment and adjustments to the construction content and internal investment structure for the Shandong Baoxin project, while keeping the amount of raised funds unchanged and renaming the project to "Shandong Baoxin Food Technology Co., Ltd. Food Seasoning Full Industry Chain Base Construction Project" [4] Fund Usage and Account Closure - As of the announcement date, all raised funds have been fully utilized, and the corresponding dedicated account for the Shandong Baoxin project has been closed, with a balance of 0 RMB [5][6]

Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss the change of part of the fundraising projects, specifically reallocating 19 million yuan from the "Automobile Wheel Assembly Project in Hefei Changfeng" to a new project aimed at enhancing operational efficiency and shareholder value [4][10][14] Meeting Details - The meeting is scheduled for July 16, 2025, at 14:00 in Hefei, Anhui Province, and will utilize both on-site and online voting methods [3][4] - Shareholders must register and present valid identification to participate in the meeting and vote [2][3] Fundraising Project Changes - The company plans to change the use of 19 million yuan from the previously planned "Automobile Wheel Assembly Project" to a new project that includes the production of 700,000 automotive styling parts and NVH acoustic products, as well as 3.5 million wheel assemblies [5][10] - The total investment for the new project is estimated at 650 million yuan, with the 19 million yuan being a small portion of the total fundraising amount of 678.56 million yuan [5][10] Rationale for Change - The original project was deemed unnecessary due to sufficient existing capacity to meet local demand, prompting the company to redirect funds to a project that aligns better with market needs [9][10] - The new project has already commenced construction in 2024 and is expected to generate revenue in 2025, enhancing the company's production capabilities and market competitiveness [10][12] Market Outlook - The domestic market for independent brand vehicles is growing, with significant increases in sales and export volumes, providing a solid foundation for the new project's success [12][13] - The company has established partnerships with major automotive manufacturers, ensuring a robust customer base for the new production capabilities [13]

Meeting Information - The on-site meeting will be held on July 24, 2025, at 14:30 [2] - The network voting will take place on the same day from 9:15 to 15:00 [2] - The meeting will be hosted by Xie Wei [2] - All registered shareholders have the right to attend and vote [2][3] Agenda and Voting Procedures - Shareholders have the right to speak, inquire, and vote during the meeting [3] - Entry to the meeting requires confirmation of participation qualifications [3] - Shareholders wishing to speak must register in advance [3] - Voting will be conducted through both on-site and online methods, with shareholders required to choose one [3][4] Fundraising and Project Changes - The company raised a total of RMB 51,344.09 million from the public offering of 26,881,721 shares at RMB 19.10 per share, with a net amount of RMB 47,123.85 million after deducting issuance costs [5] - The company plans to change the implementation subjects and locations for certain fundraising projects, specifically the "Zhejiang Public Safety Service Center (Phase I)" project [5][6] - The total investment for the Zhejiang Public Safety Service Center (Phase I) project is RMB 24,740.21 million, with all funds sourced from the raised capital [6] Project Implementation Changes - The implementation of three sub-projects will be transferred to subsidiaries Zhejiang Quzhou Anbang Security Co., Ltd. and Zhejiang Wenzhou Anbang Security Co., Ltd. [5][8] - The changes are aimed at improving operational efficiency and adapting to regulatory requirements [6][8] - The company has already invested RMB 15,623.00 million in the project as of May 31, 2025 [6] Economic and Strategic Implications - The changes in project implementation are expected to enhance the efficiency of fundraising usage and align with the company's strategic development needs [12][13] - The company will conduct separate accounting for the fundraising projects to analyze their economic benefits [12] - The adjustments are in line with local economic development policies and are anticipated to yield positive economic and social outcomes [12][13]

Group 1 - Hefei Huitong Holdings Co., Ltd. has approved a change in the use of part of the raised funds, reallocating 19 million yuan from the "Automobile Wheel Assembly Project in Hefei Changfeng" to a new project for producing 700,000 sets of automotive styling parts, NVH acoustic products, and 3.5 million wheel assemblies [2][5] - The total amount raised from the initial public offering was 761.8563 million yuan, with a net amount of 678.5604 million yuan after deducting expenses [2] - The original project for the automobile wheel assembly had a total investment of 35.5738 million yuan, with 19 million yuan planned to be funded from the raised capital, but it has not yet been initiated [3] Group 2 - The change in the fundraising project is due to adjustments in customer needs, as the existing wheel assembly capacity in Hefei meets the orders from local manufacturers [4] - The new project, which has already begun construction in 2024, is expected to generate revenue gradually after mass production in 2025, with a total investment of approximately 65 million yuan [5] - The company aims to enhance operational efficiency and maintain shareholder interests by reallocating the unused funds to a project that aligns with current market demands and production capabilities [4][5]

Summary of Key Points Core Viewpoint The company, Zhejiang Airo Network Energy Technology Co., Ltd., is undergoing changes in its fundraising project implementation, including adjustments to project content, implementation entities, locations, and project delays, along with plans for capital increase to its wholly-owned subsidiary and the establishment of a dedicated fundraising account [2][13]. Group 1: Fundraising and Project Overview - The total amount raised from the initial public offering (IPO) is RMB 2,226.40 million, with a net amount of RMB 2,203.07 million after deducting issuance costs [2][3]. - The funds have been deposited into a special account approved by the company's board of directors, and a tripartite supervision agreement has been signed with the underwriter and the bank [3][4]. Group 2: Changes in Fundraising Project Usage - The company plans to change the implementation content, entity, and location of the "Smart Energy R&D Center" project, with RMB 84.21 million of unused funds continuing to be allocated to this project [4][5]. - The project will now be implemented by the wholly-owned subsidiary, Hangzhou Airo Energy Technology Co., Ltd., instead of the company's branch, and the location will shift to a new site in Hangzhou [6][11]. Group 3: Strategic Adjustments - The company aims to enhance its R&D capabilities by expanding its research personnel from 286 at the end of 2022 to multiple business segments by the end of 2024, necessitating the construction of suitable laboratory and pilot testing facilities [5][6]. - The "Overseas Marketing and Service System" project will now be directly implemented by the parent company, aligning with the company's global strategy to expand into emerging markets [8][9]. Group 4: Capital Increase and Fund Management - The company plans to increase capital by RMB 190 million for Hangzhou Airo, with RMB 84.21 million sourced from the fundraising and the remainder from the company's own funds [11][12]. - A new dedicated fundraising account will be established to ensure proper management and usage of the raised funds, with a four-party supervision agreement to be signed [11][12].