Accountant's Reply to the Audit Inquiry Letter Regarding the Application for Issuance of Shares to Specific Objects by Anhui Deli Household Glass Co., Ltd.
Tian Zhi Ye Zi [2026] No. 30401
Shenzhen Stock Exchange Listing Review Center:
In accordance with the Audit Inquiry Letter regarding the application of Anhui Deli Household Glass Co., Ltd. for the issuance of shares to specific objects (Audit Letter [2026] No. 120010) issued by your exchange, we, as the audit institution for Anhui Deli Household Glass Co., Ltd. (hereinafter referred to as the "Company" or "Issuer"), hereby provide our response to the matters requiring verification and explanation by the accountant in the audit inquiry letter:
Any discrepancies in this response between the total sums and the sum of individual figures are due to rounding.
Question 1
The total amount of funds to be raised in this issuance shall not exceed 885.4166 million RMB (inclusive). After deducting issuance expenses, all proceeds will be used to supplement working capital or repay bank loans. The issuance method is priced, and the target is Liaoning Wingyuan Aviation Technology Co., Ltd. (hereinafter referred to as "Wingyuan Aviation"). Based on the issuance cap, upon completion, Wingyuan Aviation will hold no more than 117,585,200 shares of the Company, representing 23.08% of the total share capital post-issuance. This issuance will result in a change of the Company's actual controller to Wang Tianzhong and Xu Qinghua. The Company's current actual controller, Shi Weidong, has agreed to unconditionally and irrevocably waive all non-property rights, including proposal rights, voting rights, and convening rights, corresponding to the abandoned shares.
Upon completion of this issuance, the Company's General Manager, Financial Controller, and Board Secretary will be nominated by Wingyuan Aviation, while Shi Weidong will have the right to nominate one Executive Deputy General Manager and one Deputy Financial Controller to be responsible for the Company's household glass business.
The Company's shareholders holding more than 5% include Hangzhou Jinjiang Group Co., Ltd., with a shareholding ratio of 10.56%, and Xinyu Deshang Investment Management Co., Ltd., with a shareholding ratio of 5%. As of now, the Company's controlling shareholder and actual controller, Shi Weidong, has pledged 49 million shares to Hangzhou Jinjiang Group Co., Ltd.
The Issuer is requested to provide supplementary explanations on: (1) Whether the subscribers of this issuance are subject to any prohibitions under laws and regulations; whether there are any improper benefits, disguised guarantees, or infringements on the interests of the listed company regarding the transfer of control, operational arrangements, and performance commitments; and whether there are risks of subsequent instability in control or the inability of the subscriber to obtain actual control. (2) Explain the basis and adequacy for the change of the controlling shareholder to Wingyuan Aviation and the actual controllers to Wang Tianzhong and Xu Qinghua, and whether the subscription complies with Article 57, Paragraph 2 of the "Registration Measures". (3) Explain whether the situation complies with Article 6 of the "Administrative Measures for the Takeover of Listed Companies". (4) Explain whether the pledged and frozen shares held by Shi Weidong pose a high risk of forced disposal, and if so, whether his waiver of voting rights is valid and feasible. (5) Explain the basis for Wang Tianzhong and Xu Qinghua's control over Wingyuan Aviation. (6) Explain compliance with "Registration Measures" regarding issuance targets, pricing, and lock-up periods. (7) Explain the specific source of subscription funds, repayment ability, and compliance with "Regulatory Rules Application Guideline No. 6". (8) Specify the lower limit of the subscription quantity and amount. (9) Explain the reasons for the change of control and the empowerment provided to the Issuer. (10) Explain the synergy with existing business. (11) Explain potential horizontal competition and related party transactions. (12) Disclose whether the subscribers currently hold Company shares and their commitment not to reduce holdings. (13) Explain the necessity and scale of supplementing working capital.