Shenzhen Stock Exchange:
Response to Inquiry Letter Regarding Issuance of Convertible Bonds to Purchase Assets and Raise Supporting Funds
RSM | Rongcheng
Rongcheng Certified Public Accountants (Special General Partnership)
Head Office: 10th Floor, Building 1, No. 22 Fuchengmenwai Avenue, Xicheng District, Beijing (100037)
TEL: 010-6600 1391 FAX: 010-6600 1392
E-mail: bj@rsmchina.com.cn
Rongcheng Special Word [2026] 230Z1479
Pursuant to the "Inquiry Letter Regarding the Application of Runze Smart Computing Technology Group Co., Ltd. for Issuance of Convertible Bonds to Purchase Assets and Raise Supporting Funds" (Inquiry Letter [2026] 030007) issued by your esteemed exchange (hereinafter referred to as the "Inquiry Letter"), Rongcheng Certified Public Accountants (Special General Partnership) (hereinafter referred to as "we" or "the Accountants") have conducted thorough investigations and analyses on the issues raised in the Inquiry Letter. We hereby provide a special explanation as follows:
Unless otherwise specified, the terms or abbreviations used in this response to the Inquiry Letter (hereinafter referred to as "this Response") shall have the same meanings as defined in the "Definitions" section of the Restructuring Report. In this Response, any discrepancies in the last digit between the sum of individual items and the total sum are due to rounding. Unless otherwise specified, the financial data and financial indicators cited in this Response refer to financial data on a consolidated basis and financial indicators calculated based on such financial data.
Issues Raised in the Inquiry Letter | Response to Issues Raised in the Inquiry Letter, Reference to the Restructuring Report
Bold (Bold) | Songti
- Regarding the Transaction Counterparties.
The application documents show: (1) The 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 Ruicheng (Jinan) Investment Partnership (Limited Partnership) and 12 other counterparties. Some transaction counterparties hold the Target Asset for investment purposes, while others have a remaining term that is insufficient to cover the lock-up period. (2) The Target Asset was increased in capital twice in 2024 and 2025, respectively. The agreements for the last three capital increases include identical terms regarding maintenance fees, investor exit arrangements, and the final repurchase obligation of Beijing-Tianjin-Hebei Runhui (Langfang) Digital Information Co., Ltd. (hereinafter referred to as Beijing-Tianjin-Hebei Runhui). The maintenance fees are calculated based on the difference between the actual distributed profits and the investors' target dividend amount, and will be paid by the listed company or its wholly-owned subsidiary Runhui Technology Development Co., Ltd. (hereinafter referred to as Runhui Development) to maintain the listed company's priority purchase right over the investors' holdings in the Target Asset. The agreements also stipulate the final repurchase obligation of the listed company's controlling shareholder, Beijing-Tianjin-Hebei Runhui. In addition, investors have anti-dilution rights and co-sale rights. (3) Based on the principle of tracing back to the ultimate beneficial owner, the number of shareholders of the transaction counterparties does not exceed 200.