Shenzhen Stock Exchange:
In accordance with the requirements of the "Audit Inquiry Letter Regarding the Application of Toread Holdings Group Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2026] No. 020030) (hereinafter referred to as the "Inquiry Letter") issued by your exchange on April 20, 2026, Toread Holdings Group Co., Ltd. (hereinafter referred to as "Toread," "the Issuer," or "the Company"), together with Guotai Haitong Securities Co., Ltd. (hereinafter referred to as the "Sponsor" or "Guotai Haitong"), Beijing Tianyuan Law Firm (hereinafter referred to as "Issuer's Counsel"), and Lixin Certified Public Accountants (Special General Partnership) (hereinafter referred to as the "Reporting Accountants"), have carefully verified and implemented the issues raised in the Inquiry Letter. The response is as follows, please review.
Unless otherwise specified, the abbreviations or definitions in this response have the same meanings as those in the Prospectus. The fonts used in this Inquiry Letter response represent the following meanings:
| Item | Font |
|---|---|
| Questions listed in the Audit Inquiry Letter | Bold |
| Response to questions listed in the Audit Inquiry Letter | Songti |
| Modifications and supplements to this Inquiry Letter response and the Prospectus | KaiTi (Bold) |
The data cited in this Inquiry Letter response, if there are differences between the total sum and the sum of individual items, or if there are differences between the last decimal digit and the original data, may be due to different precision or rounding.
Table of Contents
Table of Contents 2
Question 1 3
Question 2 40
Other Issues 109
Question 1
The application materials show that the proposed issuance of shares to specific targets will raise no more than 1.858 billion RMB, all of which will be used to supplement working capital. The issuance targets are Beijing Tongyu Heying Investment Management Co., Ltd. (hereinafter referred to as "Tongyu Heying") and Beijing Minghongyi Technology Service Co., Ltd. (hereinafter referred to as "Minghongyi"), both controlled by Li Ming, the actual controller of the Issuer. Minghongyi was established on October 29, 2025. The subscription funds for Tongyu Heying and Minghongyi are self-raised funds. Tongyu Heying expects to pledge all the Issuer's shares it holds after this issuance as collateral for loan applications. The Issuer's controlling shareholder is Beijing Tongyu Zhonghe Technology Development Center (Limited Partnership) (hereinafter referred to as "Tongyu Zhonghe"), and Tongyu Zhonghe and its persons acting in concert hold 13.68% of the company's shares. At the end of the reporting period, the Issuer held a cash balance of 764 million RMB, a balance of transactional financial assets of 186 million RMB, and an asset-liability ratio of 26.79%. On October 17, 2025, the Issuer's board of directors deliberated and disclosed that it intended to use no more than 800 million RMB of idle self-owned funds to purchase wealth management products with high safety, good liquidity, and low risk, for a period of 12 months from the date of approval by the board of directors. On August 25, 2025, the Issuer first disclosed the refinancing plan, and on October 31, 2025, the Issuer revised the plan, involving the issuance targets, price, amount, etc. The amount of working capital supplemented by the company's previous non-public issuance of shares was 1.2713848 billion RMB (including interest), accounting for 90.58% of the total actual raised funds.