向全资子公司增资以实施募投项目的核查意见 民生证券股份有限公司（以下简称"民生证券"或"保荐机构"）作为苏州 新锐合金工具股份有限公司（以下简称"新锐股份"或"公司"）首次公开发行 股票并在科创板上市的保荐机构，根据《证券发行上市保荐业务管理办法》《上 市公司募集资金监管规则》《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》等有关规定，对新 锐股份向全资子公司增资以实施募投项目事项进行了审慎核查，具体情况如下： 一、募集资金基本情况 民生证券股份有限公司 关于苏州新锐合金工具股份有限公司 公司根据中国证券监督管理委员会于2021年8月24日出具的《关于同意苏州 新锐合金工具股份有限公司首次公开发行股票注册的批复》（证监许可〔2021〕 面值为人民币1元，发行价格为每股人民币62.30元，募集资金总额为人民币 次募集资金净额为人民币135,152.33万元。上述募集资金已经公证天业会计师事 务所(特殊普通合伙) 审验，并于2021年10月21日出具了苏公W[2021]B096号 《验资报告》。 为规范公司募集资金管理和使用，保护投资者权益，公司设立了募集资 ...

Transaction Overview - The company announced the acquisition of 100% equity of Huizhou Huinan Kaimin Technology Co., Ltd. by its wholly-owned subsidiary, Huizhou Minbao Optoelectronics Technology Co., Ltd. [1][2] - The acquisition is part of the fundraising project for the "LED Industrial Lighting and Special Lighting Fixture Production Base Construction Project" [2][5] - The transaction does not constitute a related party transaction and does not fall under the major asset restructuring regulations [2][3] Target Company Information - Huizhou Huinan Kaimin Technology Co., Ltd. was established on February 25, 2025, with a registered capital of 46.2903655 million yuan [3][4] - The company is located in Huizhou High-tech Industrial Park and has not commenced actual operations [4][5] - The target company does not have any significant legal disputes, liens, or other encumbrances [4] Transaction Details - The total transaction price for the acquisition is 66.0259 million yuan, with an initial deposit of 19.80777 million yuan [4][5] - The remaining balance of 46.21813 million yuan is to be paid within five working days after the contract takes effect [5] - The transfer of ownership is expected to be completed within 30 working days after the issuance of the property transaction certificate [5] Strategic Implications - This acquisition is expected to meet the company's future operational space needs and facilitate the construction of the LED production base [5] - The transaction aligns with the company's strategic development layout and long-term goals, enhancing its overall competitiveness [5]

Core Viewpoint - The report addresses the slow progress of the LED landscape art lighting research and production base and experience center project by MingJiaHui Technology Co., Ltd, highlighting the reasons for delays and the feasibility of the project [1][2][5]. Group 1: Project Progress and Delays - The project, originally planned to be completed by June 30, 2020, has faced delays due to changes in the development plan of the construction site and public health safety events [2][3]. - The construction progress is currently at 59.6%, with a total investment of 143 million yuan (approximately 21 million USD) [1][2]. - The company has adjusted the project location and extended the expected completion date to September 30, 2021, due to the aforementioned delays [3][4]. Group 2: Project Feasibility and Impairment Testing - The feasibility of the project has not undergone significant adverse changes, and the company has engaged a qualified assessment agency to conduct impairment testing [5][9]. - The recoverable value of the project as of December 31, 2024, is estimated at 140.92 million yuan (approximately 21 million USD), with an impairment of 4.82 million yuan (approximately 0.73 million USD), resulting in an impairment rate of 3.31% [5][9]. Group 3: Supplier Relationships - The top five suppliers for the project include China New Era Construction Engineering Co., Ltd, which is a wholly-owned subsidiary of a major shareholder, while the other suppliers have no related party relationships with the company or its major shareholders [6][7][10]. - There are no indications of fund occupation or other financial transactions between the company and its major shareholders or executives, aside from normal operational transactions with the suppliers [7][10].