Huatai United Securities Co., Ltd.
Regarding the Shenzhen Stock Exchange
"Audit Inquiry Letter on the Application of RZ Intelligent Computing Technology Group Co., Ltd. for Issuing Convertible Corporate Bonds to Purchase Assets and Raise Supporting Funds"
Verification Opinion on the Reply
Independent Financial Advisor
Signing Date: June 2026
Shenzhen Stock Exchange:
In accordance with the requirements of the "Audit Inquiry Letter on the Application of RZ Intelligent Computing Technology Group Co., Ltd. for Issuing Convertible Corporate Bonds to Purchase Assets and Raise Supporting Funds" (Audit Letter [2026] No. 030007) (hereinafter referred to as the "Audit Inquiry Letter") issued by your exchange, Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "Independent Financial Advisor"), as the independent financial advisor engaged by RZ Intelligent Computing Technology Group Co., Ltd. (hereinafter referred to as the "Company," "Listed Company," or "RZ Technology"), has carefully studied and implemented the issues raised in the Audit Inquiry Letter one by one. The relevant replies are explained as follows.
Unless otherwise specified, the terms or abbreviations used in this verification opinion on the reply to the Audit Inquiry Letter (hereinafter referred to as "this Verification Opinion") have the same meanings as those defined in the "Definitions" section of the Restructuring Report. In this Verification Opinion, if there is a discrepancy in the mantissa between the sum and the sum of the individual items, it is due to rounding. The financial data and financial indicators cited in this Verification Opinion refer to the financial data under the consolidated statement caliber and the financial indicators calculated based on such financial data, unless otherwise specified.
| Item | Formatting |
|---|---|
| Questions listed in the Audit Inquiry Letter | Bold |
| Replies to questions in the Audit Inquiry Letter and citations from the Restructuring Report | Regular |
Table of Contents
Question 1: Regarding the counterparty to the transaction 3
Question 2: Regarding the compliance of the underlying assets 32
Question 3: Regarding the income approach valuation 38
Question 4: Regarding the operating status of the underlying assets 99
Question 5: Regarding the financial status of the underlying assets 113
Question 6: Regarding the supporting fundraising 119
Question 1: Regarding the counterparty to the transaction
The application documents show: (1) This transaction involves purchasing 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 counterparties include CICC Ruisheng (Jinan) Investment Partnership (Limited Partnership) and 11 other counterparties. Some counterparties hold the target asset for the purpose of the transaction, and some counterparties have a remaining term 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 all set the same terms for rights maintenance fees, investor exit arrangements, and the final repurchase obligation of Beijing-Tianjin-Hebei Runze (Langfang) Digital Information Co., Ltd. (hereinafter referred to as "Beijing-Tianjin-Hebei Runze"). The rights maintenance fee is calculated based on the difference between the actual distributed profit and the investor's target dividend amount, and is 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, Beijing-Tianjin-Hebei Runze. In addition, investors also enjoy anti-dilution rights and tag-along rights. (3) According to the principle of looking through the counterparties to the ultimate investors, the total number of shareholders of the counterparties after look-through does not exceed 200.