Shenzhen Stock Exchange:
We have received the "Inquiry Letter Regarding ZhenAn Technology Co., Ltd.'s Application for Issuing Shares to Specific Objects (Inquiry Letter [2026] 020059)" issued by your esteemed exchange on July 16, 2026 (hereinafter referred to as the "Inquiry Letter"). ZhenAn Technology Co., Ltd. (hereinafter referred to as "ZhenAn Technology," "the Company," or "the Issuer"), together with Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. (hereinafter referred to as the "Sponsor"), Grandall Law Firm (Shanghai) (hereinafter referred to as the "Issuer's Counsel"), and ShineWing Certified Public Accountants LLP (Special General Partnership) (hereinafter referred to as the "Reporting Accountant"), have investigated and addressed each item of the Inquiry Letter. We hereby provide our response to the Inquiry Letter for your review.
Notes:
I. Unless otherwise specified, the abbreviations or definitions in this response report are consistent with those in the "Prospectus."
II. The fonts used in this response report represent the following:
| Inquiry Letter Item | Response to Inquiry Letter Item | Modification/Supplement to Prospectus |
|---|---|---|
| Bold | Songti | KaiTi (Bold) |
III. In this Inquiry Letter response, the sum of individual data in some tables may differ slightly from the total sum due to rounding.
Question One
The application materials show that the total amount of raised funds for this targeted issuance of shares shall not exceed RMB 74,080.98 million (inclusive of the principal amount). After deducting issuance expenses, the net proceeds from the issuance will be used to supplement working capital and repay bank loans. The intended subscribers for this issuance are the Company's actual controllers, Ning Huaxiang and Shenzhen Dongchuang Smart Technology Co., Ltd. (hereinafter referred to as Dongchuang Smart). Among them, the actual controllers of Dongchuang Smart are Ning Huaxiang and Zhou Jianqiang. In October 2025, Ning Huaxiang and Zhou Jianqiang, a couple, acquired 100% of the shares of Beijing Huachuang Sanxin Investment Management Co., Ltd. (hereinafter referred to as Huachuang Sanxin), the controlling shareholder of the Company, through Shenzhen Dongchuang Technology Co., Ltd. (hereinafter referred to as Dongchuang Technology). Ning Huaxiang and Zhou Jianqiang subsequently became the actual controllers of the Company. Concurrently, Huachuang Sanxin pledged all of the Company's shares as collateral for the acquisition loan from SPD Bank Shenzhen Branch, as required by the "Merger and Acquisition Loan Agreement" signed by Dongchuang Technology, to provide credit enhancement guarantees for the acquisition loan. Ning Huaxiang directly holds 35.07% of Dongchuang Technology's shares and indirectly controls 5.79% of Dongchuang Technology's shares through Shenzhen Tongxinyuan Venture Capital Partnership (Limited Partnership). Through the aforementioned methods, Ning Huaxiang collectively controls 40.86% of Dongchuang Technology's shares. As of the end of the first quarter of 2026, the Company's monetary funds balance was RMB 63,049.06 million.