Dongwu Securities' Review Opinion on Huaya Intelligent's Early Redemption of Huaya Convertible Bonds

Dongwu Securities Co., Ltd.

Review Opinion on Suzhou Huaya Intelligent Technology Co., Ltd.'s Early Redemption of Huaya Convertible Bonds

Dongwu Securities Co., Ltd. (hereinafter referred to as the "Sponsor" or "Dongwu Securities") is the sponsor for Suzhou Huaya Intelligent Technology Co., Ltd. (hereinafter referred to as "Huaya Intelligent" or the "Company") in its issuance of convertible corporate bonds to unspecified targets and listing on the main board of the Shenzhen Stock Exchange. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship," "Administrative Measures for Convertible Corporate Bonds," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guideline No. 15 — Convertible Corporate Bonds," and other relevant laws, regulations, and normative documents, we have prudently reviewed the matter of Huaya Intelligent's early redemption of "Huaya Convertible Bonds." The specific situation and our review opinion are as follows:

I. Basic Information on Convertible Bonds

(I) Issuance of Convertible Bonds

Approved by the China Securities Regulatory Commission's "Approval on the Public Offering of Convertible Corporate Bonds by Suzhou Huaya Intelligent Technology Co., Ltd." (Zhengjian Xuke [2022] No. 2756), Huaya Intelligent publicly issued 3.4 million convertible corporate bonds to the public, with each bond having a face value of RMB 100. The bonds were issued at par, with a total issuance amount of RMB 340,000,000.00. After deducting issuance expenses (excluding tax) of RMB 3,418,867.92, the net proceeds raised were RMB 336,581,132.08. The receipt of these funds was verified by Tianheng Certified Public Accountants (Special General Partnership) on December 23, 2022, and confirmed in their "Capital Verification Report of Suzhou Huaya Intelligent Technology Co., Ltd." (Tianheng Yan Zi [2022] No. 00178).

(II) Listing of Convertible Bonds

Approved by the Shenzhen Stock Exchange's "Shenzhen Shang [2023] No. 14" document, the Company's convertible corporate bonds totaling RMB 340 million were listed and traded on the Shenzhen Stock Exchange starting January 16, 2023. The bond abbreviation is "Huaya Convertible Bonds," and the bond code is "127079."

(III) Conversion Period of Convertible Bonds

The conversion period for the convertible bonds issued will commence on the first trading day six months after the issuance closing date (December 22, 2022), which is June 22, 2023, and will end on the maturity date of the convertible bonds (December 15, 2028). (If the date falls on a statutory holiday or rest day, it will be postponed to the first working day thereafter; interest payments during the postponed period will not be compounded.)

(IV) Adjustment of Conversion Price of Convertible Bonds

The initial conversion price of the convertible corporate bonds issued was RMB 69.39 per share.

1. In accordance with the profit distribution plan approved by the Company's 2022 Annual General Meeting of Shareholders, a cash dividend of RMB 0.4 per share (including tax) was distributed. The conversion price of "Huaya Convertible Bonds" was adjusted from RMB 69.39 per share to RMB 68.99 per share.

2. On June 30, 2023, the Company convened its 2023 Second Extraordinary General Meeting of Shareholders, which, by special resolution, approved the "Proposal on the Board of Directors' Proposal to Lower the Conversion Price of Convertible Corporate Bonds." The board of directors was authorized to handle matters related to the downward adjustment of the conversion price of convertible corporate bonds in accordance with the relevant clauses of the "Prospectus." On the same day, the Company convened its Fourth Meeting of the Third Board of Directors, which approved the "Proposal on Lowering the Conversion Price of Convertible Corporate Bonds," and decided to lower the conversion price of "Huaya Convertible Bonds" from RMB 68.99 per share to RMB 55.69 per share.

3. In accordance with the profit distribution plan approved by the Company's 2023 Annual General Meeting of Shareholders, a cash dividend of RMB 0.25 per share (including tax) was distributed. The conversion price of "Huaya Convertible Bonds" was adjusted from RMB 55.69 per share to RMB 55.44 per share.