Verification Opinion
Changjiang Securities Co., Ltd. (hereinafter referred to as "Changjiang Securities" or "the Sponsor") is the sponsor for Hangzhou Jizhi Electromechanical Co., Ltd. (hereinafter referred to as "Jizhi Co." or "the Company") in its issuance of convertible bonds to unspecified investors. In accordance with relevant regulations including the "Administrative Measures for the Sponsorship of Securities Issuance and Listing," "Shenzhen Stock Exchange Growth Enterprise Market Listing Rules (2025 Revision)," "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standard Operation of Growth Enterprise Market Listed Companies," "Management Measures for Convertible Bonds," and "Self-Regulatory Guidelines No. 15 for Listed Companies on the Shenzhen Stock Exchange - Convertible Bonds," after careful verification, the following opinion is issued regarding Jizhi Co.'s decision not to exercise the early redemption rights of the "Jizhi Convertible Bonds":
1. Basic Information on Convertible Bonds
(1) Issuance of Convertible Bonds
With the approval of the China Securities Regulatory Commission regarding the registration of Hangzhou Jizhi Electromechanical Co., Ltd. to issue convertible bonds to unspecified investors (Approval No. [2023] 2345), the Company issued 2.546 million convertible bonds (hereinafter referred to as "Convertible Bonds") on August 14, 2024, with a face value of RMB 100 each, totaling RMB 254.6 million. After deducting issuance costs of RMB 6.8309 million (excluding tax), the actual net funds raised amounted to RMB 247.7691 million. The receipt of these funds has been verified by Zhonghui Certified Public Accountants (Special General Partnership), which issued the "Verification Report No. [2024] 9665" on August 20, 2024.
(2) Listing of Convertible Bonds
The Convertible Bonds issued by the Company were listed and traded on the Shenzhen Stock Exchange on August 28, 2024, under the bond name "Jizhi Convertible Bonds" and bond code "123245."
(3) Conversion Period of Convertible Bonds
The conversion period for the issued Convertible Bonds starts from the first trading day after the end of the issuance on August 20, 2024 (T+4 day) until the maturity date of the Convertible Bonds, specifically from February 20, 2025, to August 13, 2030 (if encountering legal holidays or rest days, it will be extended to the next trading day, with no interest calculated during the extension period).