Verification Opinion of CITIC Securities Co., Ltd. on Weichai Power Co., Ltd.'s Change of Partial Fundraising Purpose
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "the Sponsor") has conducted a verification of Weichai Power Co., Ltd. (hereinafter referred to as "Weichai Power" or "the Company") regarding the change of part of the fundraising purpose in accordance with the relevant laws and regulations, including the "Administrative Measures for the Sponsorship of Securities Issuance and Listing," "Regulations on the Supervision of Fundraising by Listed Companies," "Shenzhen Stock Exchange Listing Rules (2026 Revision)," and "Self-Regulatory Guidelines for Listed Companies No. 1 - Standard Operation of Main Board Listed Companies (2026 Revision)." The verification findings and opinions are as follows:
I. Overview of the Change in Fundraising Purpose
(1) Basic Situation of Fundraising
According to the approval issued by the China Securities Regulatory Commission regarding Weichai Power's non-public issuance of shares (Zheng Jian Xu Ke [2021] No. 1407), the Company issued no more than 793,387,389 new shares. The actual number of shares issued was 792,682,926, with a par value of RMB 1 per share and an issuance price of RMB 16.40 per share, raising a total of RMB 12,999,999,986.40. After deducting the underwriting fees, auditing, and verification fees related to this issuance, totaling RMB 11,942,705.93 (excluding VAT), the net amount raised from this non-public issuance was RMB 12,988,057,280.47. The arrival of these funds has been verified by Deloitte Huayong Certified Public Accountants LLP on May 11, 2021, and a verification report was issued (Deloitte Report [Verification] No. 00218). The Company has deposited all the raised funds in a special account for management and signed a fundraising supervision agreement with the sponsor and the commercial bank holding the funds.
(2) Use of Fundraising
As of March 31, 2026, the Company has cumulatively used RMB 905,359.34 million of the raised funds, leaving a balance of RMB 481,314.23 million (including the income generated from purchased financial products and net bank deposit interest after deducting bank fees of RMB 87,867.83 million). The specific situation is as follows:
| Investment Project Name | Proposed Investment Amount | Amount Used as of March 31, 2026 |
|---|---|---|
| Fuel Cell Industry Chain Construction | 50,000.00 | 33,644.47 |
| Hydrogen Fuel Cell and Key Components Industrialization Project | 50,000.00 | 18,858.81 |
| Fuel Cell Powertrain Core Component R&D and Manufacturing Capability Construction Project | 100,000.00 | 62,396.19 |
| High-end Engine Project for Road Use Meeting National VI and Above Emission Standards | 300,000.00 | 185,395.24 |
| H Platform Engine Intelligent Manufacturing Upgrade Project | 100,000.00 | 99,999.88 |
| Large Bore High-end Engine Industrialization Project | 107,500.00 | 86,179.90 |
| Independent Brand High-power High-speed Engine Industrialization Project | 68,500.00 | 68,499.89 |
| Large Bore High-end Engine Construction Project | 124,000.00 | 103,911.46 |
| Full Series Hydraulic Powertrain and Large CVT Powertrain Industrialization Project | 300,000.00 | 166,401.83 |
| Supplement Working Capital | 100,000.00 | 80,071.65 |
| Total | 1,300,000.00 | 905,359.34 |
Note: The discrepancies in the end balance data and detailed values are due to rounding.