Verification Opinion of China Merchants Securities Co., Ltd. on Tianhai Automotive Electronics Group Co., Ltd.'s Use of Raised Funds
China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities" or "Sponsor") is the sponsor for Tianhai Automotive Electronics Group Co., Ltd. (hereinafter referred to as "Tianhai Electronics" or "Company") for its initial public offering and listing on the main board of the Shenzhen Stock Exchange. In accordance with the "Regulations on the Supervision of Raised Funds by Listed Companies" and the "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standard Operations for Main Board Listed Companies," the Company has conducted a verification of Tianhai Electronics' use of raised funds to provide loans and capital increases to its wholly-owned subsidiaries for investment projects. The following verification opinion is issued:
1. Basic Situation of Raised Funds
According to the China Securities Regulatory Commission's approval (Zheng Jian Xu Ke [2026] No. 423) for the registration of Tianhai Automotive Electronics Group Co., Ltd.'s initial public offering, the Company publicly issued 79 million shares of RMB ordinary shares (A shares) at an issue price of RMB 27.19 per share, raising a total of RMB 2,148.01 million. After deducting various issuance expenses of RMB 142.38 million (excluding VAT), the actual net raised funds amount to RMB 2,005.6282 million. The raised funds were transferred to the Company's designated account on May 13, 2026. Xinyong Zhonghe Accounting Firm (Special General Partnership) verified the funds' arrival on May 13, 2026, and issued a "Verification Report" (XYZH/2026GZAA3B0390).
2. Use and Storage of Raised Funds
To standardize the management and use of raised funds and protect investors' legal rights, the Company has opened a special account for raised funds and implemented special storage. The Company and the sponsor signed a "Tripartite Supervision Agreement on Raised Funds" with China Merchants Bank Co., Ltd. Zhengzhou Branch. The Company and its subsidiaries, Henan Tianhai Electric Co., Ltd. and Henan Tianhai Intelligent Technology Co., Ltd., also signed similar agreements with various banks. These agreements detail the responsibilities and obligations of the Company, its subsidiaries, the sponsor, and the banks holding the raised funds.
3. Basic Situation of Investment Projects
According to the "Prospectus for the Initial Public Offering and Listing of Tianhai Automotive Electronics Group Co., Ltd." (hereinafter referred to as "the Prospectus") and the Company's announcement regarding adjustments to the intended investment amounts, the actual net raised funds are lower than the amounts disclosed in the Prospectus. The board has approved adjustments to the intended investment amounts, with the shortfall to be covered by the Company's own or raised funds. The specific adjustments are as follows: