Reply to the Second Round of Review Inquiry Letter Regarding Ruibei Aviation Technology Co., Ltd.'s Application for Issuance of Convertible Bonds to Unspecified Targets
Tianzhiyezi [2026] No. 34565
Shenzhen Stock Exchange:
We have received the "Second Round of Review Inquiry Letter Regarding Ruibei Aviation Technology Co., Ltd.'s Application for Issuance of Convertible Bonds to Unspecified Targets" (Shenzhen Inquiry Letter [2026] No. 120039) issued by your esteemed office on July 16, 2026 (hereinafter referred to as the "Second Round Inquiry Letter"). Tianzhi International Certified Public Accountants (Special General Partnership) (hereinafter referred to as "we" or "the issuer's accountants"), as the issuer's accountants for Ruibei Aviation Technology Co., Ltd. (hereinafter referred to as "Ruibei Aviation," "the issuer," or "the company"), hereby provide the following point-by-point response to the questions concerning the issuer's accountants involved in the inquiry letter:
Unless otherwise specified, the abbreviations used in this reply are consistent with the definitions in the "Prospectus (Application Draft) for Ruibei Aviation Technology Co., Ltd.'s Application for Issuance of Convertible Bonds to Unspecified Targets" (hereinafter referred to as the "Prospectus").
If the sum of rounded figures in this reply does not match the sum of the listed values, it is due to rounding.
| Inquiry Letter Question | Reply to the Inquiry Letter Question | Modification or Supplement to the Prospectus |
|---|---|---|
| Black (Bold) | Songti (Regular) | Kaiti (Bold) |
Question 1
According to the application documents and the reply to the first round of review inquiries, the company's operating revenue mainly comes from distributed products and self-developed products. Among them, distributed products mainly include aviation fuel, aviation raw materials, and other consumables, while self-developed products mainly include high-molecular materials, adhesive tapes and films, aviation electrical components, cabin components for passengers/cargo, fine chemicals, and testing instruments.
The net proceeds from this issuance of convertible bonds to unspecified targets are intended to be used for the "Aircraft Whole Life Cycle Management Project" (hereinafter referred to as the "Project"). The business model involves purchasing aging aircraft, engines, or aircraft asset portfolios from airlines, aircraft leasing companies, or aircraft asset management companies, and providing services such as operating leases, dismantling and disposal of retired assets, and recycling of key aviation materials to aviation industry customers worldwide. This project adds the operating lease of aviation assets and the business of leasing and selling used aviation materials to the issuer's existing business. The dismantling and disposal involve high-value aircraft components such as engines, landing gear, auxiliary power units, and avionics, which differ from the company's current main distributed and self-developed products. Although the Project differs somewhat from the company's existing business, both are related to the normal operation and maintenance of civil aircraft. The Project is a refinement and supplement to the existing product system, representing a related expansion based on the existing business. Furthermore, the dismantling of retired aircraft and the certification of qualified used aviation materials for leasing and sales in the Project will be completed by qualified third-party entities.