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]

国金证券股份有限公司 关于宁波恒帅股份有限公司 使用自有资金、外汇、银行承兑汇票等方式支付募投项目 款项并以募集资金等额置换的核查意见 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》及《上市公司监管指引第 2 号—上市公司募集资金管理和使用的监管要求》 等有关规定，作为宁波恒帅股份有限公司（以下简称"恒帅股份"或"公司"） 持续督导的保荐机构，国金证券股份有限公司（以下简称"国金证券"或"保荐 机构"）对恒帅股份使用自有资金、外汇、银行承兑汇票等方式支付募投项目款 项并以募集资金等额置换事项进行了认真、审慎的核查。核查的具体情况如下： 一、募集资金基本情况 （一）首次公开发行募集资金 经中国证券监督管理委员会《关于同意宁波恒帅股份有限公司首次公开发行 股票注册的批复》 （证监许可2021827 号）同意注册，公司首次公开发行人民币 普通股（A 股）股票 2,000.00 万股，每股面值 1.00 元，每股发行价格为人民币 民币 3,865.38 万元（不含税）后募集资金净额为人民币 37,494.62 万元。 ...

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].