国泰海通证券股份有限公司 关于思瑞浦微电子科技（苏州）股份有限公司 调整部分募集资金投资项目内部投资结构的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"、"保荐人"）作为思 瑞浦微电子科技（苏州）股份有限公司（以下简称"思瑞浦"或者"公司"）持 续督导工作的保荐人，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》等相关法规和规范性文件的要求， 对公司调整部分募投项目内部投资结构的事项进行了核查，并出具核查意见如下： 一、募集资金基本情况 经中国证券监督管理委员会（以下简称"中国证监会"）出具的《关于同意 思瑞浦微电子科技（苏州）股份有限公司向特定对象发行股票注册的批复》（证 监许可[2023]562 号）同意，公司向特定对象发行 A 股股票 12,044,399 股，募集 资金总额为人民币 1,800,998,982.47 元，扣除各项发行费用（不含税）人民币 金已于 2023 年 10 月 23 日全部到位，普华永道中天会计师事务所（特殊普通合 伙）对本次募集资金到位情况进 ...

Core Viewpoint - The company, Sichuan Xinjin Road Group Co., Ltd., has adjusted the internal investment structure of its fundraising projects without changing the project implementation entity or the investment scale, ensuring the rational use of raised funds and the smooth progress of projects [2][5][6]. Fundraising Basic Situation - The company has received approval from the China Securities Regulatory Commission to issue 39,361,335 shares at a price of RMB 3.36 per share, raising a total of RMB 132,254,085.60, which has been verified by Sigma Accounting Firm [3][4]. Fundraising Project Situation - After the funds were in place, the company adjusted the investment amounts for its fundraising projects based on the actual progress and needs of the projects [3][4]. Adjusted Fundraising Project Investment Amounts - The adjusted investment amounts for the projects are as follows: - Calcium carbide residue resource utilization project (Phase I): RMB 10,000,000 - Supplementing working capital: RMB 2,490,710 - Total: RMB 12,490,710 [4]. Specifics of the Internal Investment Structure Adjustment - The adjustment of the internal investment structure for the calcium carbide residue resource utilization project (Phase I) was made based on the actual progress of the project, ensuring that the project implementation entity and investment scale remain unchanged [5][6]. Reasons for the Adjustment - The adjustment was made to align with the actual expenses incurred and the project's needs, ensuring the effective and reasonable use of raised funds [5][6]. Impact of the Adjustment on the Company - The adjustment does not change the project implementation entity or investment scale, and it will not adversely affect the company's operations or the implementation of the fundraising projects [5][6]. Review Procedures and Opinions - The board of directors and the supervisory board have both approved the adjustment, confirming that it complies with relevant laws and regulations and does not harm shareholder interests [6][7].

Summary of Key Points Core Viewpoint - The company, Sichuan Anning Titanium Co., Ltd., has adjusted the internal investment structure of its fundraising project for the annual production of 60,000 tons of energy-grade titanium (alloy) materials, ensuring that the project remains aligned with its original objectives and does not harm shareholder interests [1][8]. Fundraising Overview - The company issued 70,989,958 shares of A-shares, raising a net amount of approximately RMB 1.68 billion after deducting issuance costs of RMB 20,048,103.74 [1]. - The raised funds will be fully allocated to the subsidiary, Panzhihua Anning Titanium Material Technology Co., Ltd., for the full industrial chain project [1]. Project Investment Details - The total investment for the project is RMB 720 million, with RMB 170.3759 million planned to be funded from the raised capital [2]. - The adjustment in the internal investment structure does not change the project implementation entity, investment scale, or intended use of funds [7]. Reasons for Adjustment - The adjustment is based on the actual progress of the fundraising project, with a reassessment of actual needs leading to a reduction in funding for the high-titanium slag workshop and an increase in funding for the titanium tetrachloride workshop, chlor-alkali workshop, and other construction expenses [6][7]. Impact of Adjustment - The adjustment is a prudent decision based on project realities and will not adversely affect the implementation of the fundraising project or the company's operations, aligning with the company's long-term development plan [7][8]. Review Procedures and Opinions - The board of directors and the supervisory board have approved the adjustment, confirming that it does not involve changes to the intended use or scale of the funds and does not harm the interests of the company or its shareholders [8]. - The sponsor, CITIC Securities, has verified that the adjustment complies with relevant laws and regulations and does not change the intended use of the raised funds [8].

Core Viewpoint - The company has approved an adjustment to the internal investment structure of its fundraising project for the annual production of 60,000 tons of energy-grade titanium (alloy) materials, ensuring that the project implementation subject, investment scale, and overall fundraising direction remain unchanged [1][5]. Fundraising Basic Information - The company issued 70,989,958 shares at a price of 24.00 yuan per share, raising a total of 1,703,758,992.00 yuan, which has been fully received as of December 26, 2024 [1][2]. Fundraising Project Details - The total investment for the annual production of 60,000 tons of energy-grade titanium (alloy) materials project is 720,000,000 yuan, with 170,375,900 yuan allocated from the raised funds [2][3]. Adjustment of Internal Investment Structure - The adjustment involves reallocating funds within the project without changing the project implementation subject, investment scale, or overall fundraising direction. The company plans to reduce expenditures for the high-titanium slag workshop while increasing investments in the titanium tetrachloride workshop, chlor-alkali workshop, and other construction expenses [3][4]. Impact of the Adjustment - The adjustment is a prudent decision based on the actual progress of the project and will not adversely affect the company's operations or the implementation of the fundraising project. It aligns with the company's long-term development plan [5][6]. Review Procedures and Opinions - The adjustment has been approved by the board of directors and the supervisory board, confirming that it does not involve changes to the fundraising purpose or scale, and does not harm the interests of the company or its shareholders [5][6].

Summary of Key Points Core Viewpoint - The company is adjusting its fundraising investment projects, specifically the logistics warehouse acquisition project, to ensure fair transaction values and compliance with relevant regulations [1][8]. Group 1: Fundraising Overview - The company raised a total of RMB 176,000.00 million through its initial public offering, with a net amount of RMB 172,791.24 million after deducting issuance costs of RMB 3,208.76 million [1]. - As of December 31, 2024, the company has utilized RMB 126,324.99 million of the raised funds, leaving a balance of RMB 55,603.83 million [2]. Group 2: Fund Utilization Progress - The total investment amount for the cold chain logistics vehicles and equipment procurement project is RMB 344,740.67 million, with a utilization rate of 73.11% [2][7]. - The logistics warehouse acquisition project has made substantial progress, with plans to proceed with payment and delivery procedures [2]. Group 3: Project Adjustment Details - The company plans to reassess the logistics warehouse acquisition project based on a new evaluation date of June 30, 2024, to ensure fair asset valuation [2][3]. - The original planned investment for the logistics warehouse acquisition project was RMB 250,444.69 million, which will be adjusted in light of the new evaluations [5][7]. Group 4: Internal Procedures and Compliance - The adjustment of fundraising investment projects has been approved by the company's board of directors, supervisory board, and audit committee, and will be submitted for shareholder approval [8]. - The company will adhere to relevant regulations regarding the use of raised funds and enhance internal and external supervision to ensure legal and effective utilization [8].

Group 1 - The company held its first special meeting of the third board of independent directors on June 12, 2025, with all three independent directors present and voting unanimously in favor of the resolutions [1][2] - The adjustments to certain fundraising investment projects are based on changes in the assets to be acquired, aimed at protecting shareholder interests and the value of state-owned assets, without altering the investment direction of the raised funds [2] - The company plans to acquire land in Liuzhou through cash, which is deemed necessary for its production and operations, and complies with relevant laws and regulations [2]

Group 1 - The company held its 17th meeting of the 6th Supervisory Board on June 10, 2025, via communication methods, in compliance with relevant laws and regulations [1] - The Supervisory Board approved the adjustment of fundraising investment projects, stating that the adjustments and delays are based on actual implementation conditions and align with the company's development strategy [1] - The adjustments will not adversely affect the company's normal operations or harm shareholder interests, aligning with long-term development plans [1] Group 2 - The Supervisory Board also approved the use of temporarily idle fundraising funds for cash management, with a limit of up to RMB 1.2 billion, which is expected to enhance fund utilization efficiency while controlling risks [2] - This cash management decision will not impact the construction of fundraising investment projects or change the intended use of the funds, benefiting the company and all shareholders [2]

Core Viewpoint - The company has adjusted the internal investment structure of its fundraising projects based on actual progress and future planning, ensuring that it does not negatively impact normal operations or shareholder interests [1][2]. Group 1 - The fifth Supervisory Board meeting of the company was held on May 30, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1]. - The Supervisory Board approved the proposal to adjust the internal investment structure of fundraising projects, confirming that the adjustments align with the company's actual situation [1]. - The adjustments made do not constitute a disguised change in the use of raised funds or harm shareholder interests, complying with regulatory requirements [1]. Group 2 - The voting results for the proposal were unanimous, with 3 votes in favor, 0 against, and 0 abstentions, indicating strong support from the Supervisory Board [2]. - The proposal will be submitted for review at the shareholders' meeting, indicating the next step in the decision-making process [2].

Core Points - The company announced a board and supervisory meeting on May 21, 2025, to approve the extension of certain fundraising investment projects and the addition of implementation entities and locations [1] - The "Annual Production of 60,000 Riding Lawn Mowers Project" deadline has been extended to August 31, 2027, with the addition of Daye Mexico Sociedad Anonima de Capital Variable as a co-implementing entity and Mexico as a new implementation location [1] - As of December 31, 2024, the project has accumulated an investment of 101 million yuan, with an investment progress of 45.75% [1] - The adjustments made do not involve changes in the use of raised funds and will not have a significant adverse impact on the company's normal production and operations [1]