Shenzhen Stock Exchange:
In accordance with the requirements of the "Inquiry Letter Regarding 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 "Inquiry Letter") issued by your exchange, China International Capital Corporation Limited (hereinafter referred to as "CICC" 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 questions raised in the Inquiry Letter and hereby provides the relevant responses and explanations.
Unless otherwise specified, the terms or abbreviations used in this response to the 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, any discrepancies between the totals and the sums of the individual items are 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 | 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 the counterparty to the transaction 3
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Question 2: Regarding the compliance of the target assets 32
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Question 3: Regarding the income approach valuation 38
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Question 4: Regarding the operating status of the target assets 99
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Question 5: Regarding the financial status of the target assets 113
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Question 6: Regarding the supporting fund-raising 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 assets for investment purposes, and some 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 set identical terms regarding 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 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.