Guoyuan Securities Co., Ltd. Issuance Sponsorship Letter (Revised Draft) for Jiangsu Zhongchao Holding Co., Ltd.'s 2023 Annual Issuance of Shares to Specific Targets

Declaration

Guoyuan Securities Co., Ltd. (hereinafter referred to as "Guoyuan Securities," "Sponsor," or "this Sponsor") has been entrusted by Jiangsu Zhongchao Holding Co., Ltd. (hereinafter referred to as "Zhongchao Holding," "the Company," or "the Issuer") to serve as the sponsor for Zhongchao Holding's issuance of shares to specific targets (hereinafter referred to as "this Issuance").

In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for the Registration of Securities Issuance by Listed Companies (hereinafter referred to as the "Registration Management Measures"), the Administrative Measures for Securities Issuance and Listing Sponsorship Business (hereinafter referred to as the "Sponsorship Management Measures"), the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities No. 27—Issuance Sponsorship Letter and Issuance Sponsorship Work Report, and other relevant laws, administrative regulations, and provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), the Sponsor and its designated sponsors have acted with honesty, trustworthiness, and due diligence. This Issuance Sponsorship Letter is issued in strict accordance with legally formulated business rules, industry practice standards, and ethical codes, and we guarantee the authenticity, accuracy, and completeness of the documents issued.

Unless otherwise specified, the abbreviations used in this Issuance Sponsorship Letter have the same meanings as those defined in the "Jiangsu Zhongchao Holding Co., Ltd. 2023 Annual Issuance of Shares to Specific Targets Prospectus."

Table of Contents

1. Declaration
2. Table of Contents
3. Section 1: Basic Information on this Securities Issuance
   • 1.1 Information on the Sponsor and Personnel for this Issuance
   • 1.2 Basic Information of the Issuer
   • 1.3 Related Relationships between the Issuer and the Sponsor
   • 1.4 Internal Audit Procedures and Internal Review Opinions of the Sponsor
   • 1.5 Verification of Paid Employment of Third-Party Institutions and Individuals
4. Section 2: Sponsor Commitments
5. Section 3: Recommendation Opinions for this Securities Issuance
   • 3.1 Sponsor's Recommendation Conclusion for this Securities Issuance
   • 3.2 Fulfillment of Decision-Making Procedures Required by the Company Law, Securities Law, and CSRC
   • 3.3 Compliance with Relevant Provisions of the Company Law and Securities Law
   • 3.4 Compliance with Relevant Provisions of the Registration Management Measures
   • 3.5 Compliance with Relevant Provisions of the "Securities and Futures Legal Application Opinion No. 18"
   • 3.6 Major Risks Faced by the Issuer
   • 3.7 Sponsor's Evaluation of the Issuer's Development Prospects

Section 1: Basic Information on this Securities Issuance

1.1 Information on the Sponsor and Personnel for this Issuance

1.1.1 Name of the Sponsor Guoyuan Securities Co., Ltd. is the sponsor (lead underwriter) for Zhongchao Holding's 2023 annual issuance of shares to specific targets.

1.1.2 Information on the Designated Sponsors Responsible for Recommendation Guoyuan Securities has designated Li Jun and Wang Gang as the sponsors for this issuance. Their primary professional backgrounds are as follows:

Li Jun: Holds a Master's degree, currently serves as Director of the Investment Banking Headquarters and a sponsor. He possesses qualifications as a Chinese Certified Public Accountant and a national legal professional. He has presided over or participated in projects including the IPOs of Anhui Phoenix (832000.BJ), Chenguang New Materials (605399.SH), and Jiuhua Tourism (603199.SH); the reorganization and listing of Guoxuan High-Tech (002074.SZ); the private placements of iFLYTEK (002230.SZ), Zhengping Shares (603843.SH), and Zhongding Shares (000887.SZ); and the asset acquisitions via share and cash payments for Xinli Finance (600318.SH) and iFLYTEK (002230.SZ), as well as supporting financing projects. He also presided over the New Third Board listing projects for Huayi Landscape and Zhongshui Technology.