Core Viewpoint - Ningbo Hengshuai Co., Ltd. plans to absorb and merge its wholly-owned subsidiary, Ningbo Tongning Automotive Electronics Co., Ltd., to optimize management structure, improve operational efficiency, and reduce management costs [1][2][5] Group 1: Merger Details - The merger will result in the legal status of Tongning Electronics being canceled, with all its business, assets, debts, and rights being inherited by the company [1][5] - The implementation subject of the fundraising project for "New Energy Vehicle Micro-Motor and Thermal Management System, Intelligent Perception Cleaning System Components Production Base Construction Project" will change from Tongning Electronics to the company itself, while investment amounts and purposes remain unchanged [1][7] Group 2: Financial Overview of Tongning Electronics - Tongning Electronics has a registered capital of 210 million yuan and was established on December 27, 2019 [2][3] - As of March 31, 2025, Tongning Electronics reported total assets of approximately 178.49 million yuan and owner’s equity of approximately 177.28 million yuan [4] Group 3: Fundraising and Investment Projects - The company raised a net amount of approximately 374.95 million yuan from its initial public offering, with a total investment of approximately 652.23 million yuan allocated to various projects [5][6][7] - The fundraising projects include the production base construction for new energy vehicle micro-motors and thermal management systems, with the total investment amounting to approximately 65.22 million yuan [7] Group 4: Strategic Implications - The merger is expected to enhance the company's management structure, operational efficiency, and cost management, aligning with the company's strategic development goals [8][9] - The financial statements of Tongning Electronics are already included in the company's consolidated financial statements, indicating that the merger will not materially affect the company's financial status [8][9]

Core Viewpoint - The company, Ningbo Hengshuai Co., Ltd., is utilizing its own funds, foreign exchange, and bank acceptance bills to pay for fundraising projects and will replace these with raised funds in an equivalent amount, ensuring compliance with regulatory requirements and enhancing fund utilization efficiency [1][5][8]. Fundraising Overview - The company raised a net amount of RMB 374.9462 million from its initial public offering (IPO) by issuing 20 million shares at a price of RMB 3.86538 million [1]. - The company also raised RMB 322.2995 million through the issuance of convertible bonds, with a total of 3,275,900 bonds issued at a face value of RMB 100 each [2]. Investment Project Details - The total investment for the IPO fundraising projects is RMB 652.23 million, with RMB 374.9462 million allocated from the raised funds [2]. - The adjusted investment amount for the convertible bond projects is RMB 322.2995 million [5]. Payment Methodology - The company plans to use its own funds, foreign exchange, and bank acceptance bills to pay for project costs, which will later be replaced by the raised funds to improve fund utilization efficiency and reduce financial costs [5][6]. - A detailed operational process has been established to track and manage the payments made using these methods [6]. Impact on the Company - The approach of using alternative payment methods is expected to enhance the overall efficiency of fund operations without affecting the normal implementation of fundraising projects [6][8]. - The company has confirmed that this method does not change the intended use of the raised funds or harm shareholder interests [6][8]. Decision-Making Process - The board of directors and the supervisory board have approved the use of alternative payment methods, affirming that it aligns with the company's interests and complies with relevant regulations [7][8]. - The sponsor institution has also reviewed and endorsed the decision, confirming that it adheres to regulatory guidelines [8].

Core Viewpoint - The company intends to increase the use of part of its idle raised funds for cash management to improve fund utilization efficiency while ensuring that it does not affect the construction of fundraising projects or the company's normal operations [1][7][8]. Summary by Sections Fundraising Overview - The company raised a net amount of RMB 374.9462 million from its initial public offering (IPO) by issuing 20 million shares at a price of RMB 3.86538 million [1][2]. - The total investment amount for the fundraising projects was adjusted due to the actual net amount being less than initially disclosed [2][4]. Adjusted Investment Amounts - The adjusted investment amounts for the fundraising projects are as follows: - Annual production of 19.54 million automotive micro-motors and related components: RMB 652.23 million, with RMB 374.9462 million from raised funds [3][5]. - Convertible bonds raised a total of RMB 322.2995 million, with adjustments made to the investment amounts as well [4][5]. Cash Management Plan - The company plans to use up to RMB 200 million of idle raised funds for cash management, increasing the previous limit from RMB 120 million to RMB 320 million [6][7]. - The investment products will include structured deposits, income certificates, principal-protected financial products, and treasury reverse repos [6]. Implementation and Oversight - The management is authorized to sign relevant contracts within the approved limits and duration, with the finance department responsible for implementation [6][7]. - The income generated from cash management will be managed according to regulatory requirements [6][7]. Board and Supervisory Opinions - The board and supervisory committee have approved the cash management plan, confirming it will not affect the fundraising projects or the company's normal operations [7][8]. - The plan aligns with regulatory guidelines and is in the best interest of the company and its shareholders [8]. Sponsor's Verification - The sponsor has verified that the cash management plan has undergone necessary approval processes and does not involve changing the purpose of the raised funds [8][9].