China Merchants Securities Co., Ltd.
Audit Report on New Hope Liuhe Co., Ltd. Convertible Bond Put Option
China Merchants Securities Co., Ltd. (hereinafter referred to as "the Sponsor" or "China Merchants Securities" or "the Sponsor") as the sponsor for the issuance of convertible corporate bonds to unspecified targets by New Hope Liuhe Co., Ltd. (hereinafter referred to as "New Hope" or "the Company"), in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 13 — Sponsorship Business," "Supervision Rules for Listed Company Fund Raising," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 — Operation of Main Board Listed Companies (2026 Revision)," and other relevant laws, regulations, and normative documents, has prudently audited the put option matter of New Hope convertible corporate bonds. The details of the audit are as follows:
I. Overview of Put Option
(I) Reason for Triggering the Put Option
The closing price of the Company's stock from July 8, 2026, to August 18, 2026, fell below 70% of the current conversion price of "Hope Convert 2" (RMB 10.59/share), which is RMB 7.41/share, for thirty consecutive trading days. Furthermore, "Hope Convert 2" is in its last two interest periods. According to the relevant provisions of the "Prospectus of Public Offering of Convertible Corporate Bonds by New Hope Liuhe Co., Ltd." (hereinafter referred to as the "Prospectus"), the conditional put option clause of "Hope Convert 2" has become effective.
(II) Conditional Put Option Clause
According to the "Prospectus," the conditional put option clause is stipulated as follows:
In the last two interest periods of the convertible corporate bonds issued, if the Company's stock closing price falls below 70% of the current conversion price for any thirty consecutive trading days, holders of convertible corporate bonds have the right to put all or part of their convertible corporate bonds to the Company at the face value plus accrued interest.
If, during the aforementioned thirty trading days, the conversion price has been adjusted due to events such as stock dividends, bonus share issues, new share offerings (excluding the increase in share capital due to the conversion of the convertible corporate bonds issued in this offering), rights issues, or cash dividend distributions, the calculation shall be based on the pre-adjustment conversion price and closing price for trading days before the adjustment, and the post-adjustment conversion price and closing price for trading days after the adjustment. If the conversion price is adjusted downwards, the aforementioned thirty trading days shall be recalculated starting from the first trading day after the conversion price adjustment.