RZ Intelligent Computing Technology Group Co., Ltd.
Response to the Shenzhen Stock Exchange's "Inquiry Letter Regarding the Application for Issuing Convertible Corporate Bonds for Asset Acquisition and Raising Supporting Funds by RZ Intelligent Computing Technology Group Co., Ltd."
Independent Financial Advisor
Date: June 2026 [blank]
Shenzhen Stock Exchange:
In accordance with the requirements of the "Inquiry Letter Regarding the Application for Issuing Convertible Corporate Bonds for Asset Acquisition and Raising Supporting Funds by RZ Intelligent Computing Technology Group Co., Ltd." (Audit Letter [2026] No. 030007) (hereinafter referred to as the "Inquiry Letter") issued by your exchange, RZ Intelligent Computing Technology Group Co., Ltd. (hereinafter referred to as the "Company," "listed company," or "RZ Technology") and relevant intermediaries have conducted a thorough discussion and analysis of the questions raised in the Inquiry Letter. Supplementary disclosures have been made in the "Report on the Issuance of Convertible Corporate Bonds for Asset Acquisition and Raising Supporting Funds by RZ Intelligent Computing Technology Group Co., Ltd. (Draft) (Revised)" (hereinafter referred to as the "Restructuring Report") as required. The relevant responses are provided as follows.
Unless otherwise specified, terms or abbreviations used in this response to the Inquiry Letter (hereinafter referred to as "this Response") have the same meanings as those defined in the "Definitions" section of the Restructuring Report. In this Response, any discrepancies between the totals and the sums of individual items are due to rounding. The financial data and financial indicators cited in this Response refer to the financial data under the consolidated statement caliber and the financial indicators calculated based on such financial data, unless otherwise specified.
| Item | Format |
|---|---|
| Questions listed in the Inquiry Letter | Bold |
| Responses to questions and citations from the Restructuring Report | Normal |
Table of Contents
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Question 1: Regarding Transaction Counterparties 3
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Question 2: Regarding Compliance of Target Assets 32
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Question 3: Regarding Income-based Valuation 38
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Question 4: Regarding Operating Status of Target Assets 99
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Question 5: Regarding Financial Status of Target Assets 113
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Question 6: Regarding Supporting Fundraising 119
Question 1: Regarding Transaction Counterparties
The application documents show: (1) This transaction involves the acquisition of 42.56% equity of Guangdong Runhui Technology Development Co., Ltd. (hereinafter referred to as the "Target Asset") through the issuance of convertible corporate bonds. The transaction counterparties include CICC Ruisheng (Jinan) Investment Partnership (Limited Partnership) and 11 other parties. Some counterparties hold the target assets for investment purposes, and some have a remaining duration insufficient to cover the lock-up period. (2) The target asset underwent two capital increases in 2024 and 2025. The agreements for the last three capital increases contain identical terms regarding rights maintenance fees, investor exit arrangements, and the final repurchase obligation of Jingjinji Runze (Langfang) Digital Information Co., Ltd. (hereinafter referred to as "Jingjinji Runze"). The rights maintenance fee is calculated based on the difference between the actual distributed profit and the investor's target dividend amount, to be paid by the listed company and/or its wholly-owned subsidiary, Runze Technology Development Co., Ltd. (hereinafter referred to as "Runze Development"), to maintain the listed company's right of first refusal on the target equity held by investors. The agreement also stipulates the final repurchase obligation of the listed company's controlling shareholder, Jingjinji Runze. Additionally, investors enjoy anti-dilution rights and tag-along rights. (3) Based on the principle of look-through disclosure of transaction counterparties to the ultimate investors, the total number of shareholders of the counterparties does not exceed 200.