ShineWing Certified Public Accountants (LLP)
Special Verification Opinion on the "Audit Inquiry Letter Regarding Zhenan Technology Co., Ltd.'s Application for Issuance of Shares to Specific Objects"
XYZH/2026KMAA5F0097
Zhenan Technology Co., Ltd.
To: Listing Review Center of the Shenzhen Stock Exchange:
On July 16, 2026, our firm received the "Audit Inquiry Letter Regarding Zhenan Technology Co., Ltd.'s Application for Issuance of Shares to Specific Objects" (Audit Letter [2026] No. 020059) (hereinafter referred to as the "Inquiry Letter") forwarded by Zhenan Technology Co., Ltd. (hereinafter referred to as the "Company" or "Zhenan Technology") from the Listing Review Center of the Shenzhen Stock Exchange. We have reviewed the Company's responses to the relevant questions and have conducted verification. Our responses are as follows:
Question 1: The application materials show that the total amount of funds to be raised through this issuance of shares to specific objects does not exceed 740.8098 million yuan (inclusive). After deducting issuance expenses, the net proceeds will be used to supplement working capital and repay bank loans. The targets of this issuance are the Company's actual controller, Ning Huaxiang, and Shenzhen Chuangshizhi Technology Co., Ltd. (hereinafter referred to as "Chuangshizhi"), where the actual controllers of Chuangshizhi are Ning Huaxiang and Zhou Jianqi. In October 2025, the couple Ning Huaxiang and Zhou Jianqi acquired 100% of the shares of the Company's controlling shareholder, Beijing Huachuang Sanxin Investment Management Co., Ltd. (hereinafter referred to as "Huachuang Sanxin"), through Shenzhen Chuangshi Technology Co., Ltd. (hereinafter referred to as "Chuangshi Technology"), becoming the actual controllers of the Company. Meanwhile, Huachuang Sanxin has pledged all of its shares in the Company as credit enhancement for the M&A loan used by Chuangshi Technology to acquire Huachuang Sanxin, as required by the "M&A Loan Contract" signed with the Shenzhen Branch of Pudong Development Bank. Ning Huaxiang directly holds 35.07% of Chuangshi Technology and indirectly controls 5.79% through Shenzhen Tongxinyuan Venture Capital Partnership (Limited Partnership), totaling 40.86% control. As of the end of the first quarter of 2026, the Company's cash balance was 630.4906 million yuan.
The issuer is requested to supplementally explain: (1) The necessity and scale reasonableness of using the raised funds to supplement working capital and repay bank loans, given the substantial cash on hand, future cash inflows, and funding gaps; the reasonableness of the minimum cash holding calculation based on business conditions; and whether major future expenditure arrangements have undergone relevant deliberation procedures and their necessity. (2) The reasons for participating in this subscription through different entities, the equity structure of Chuangshizhi, whether it was established specifically for this issuance, subsequent shareholding arrangements, and whether there is any circumvention of lock-up requirements. (3) Whether Ning Huaxiang, Zhou Jianqi, and their controlled entities have reduced their holdings of the issuer's shares in the six months prior to the pricing benchmark date, and whether they have issued commitments not to reduce holdings within the relevant period as per the "Administrative Measures for the Takeover of Listed Companies." (4) The lower limit of the subscription funds. (5) Whether Ning Huaxiang and Zhou Jianqi can effectively control Chuangshi Technology based on its equity structure and board seats. (6) The basic situation of the M&A loan, the form of pledge realization, the financial status and solvency of Chuangshi Technology, and the risk of the pledged equity being disposed of. (7) The subscription capability of the targets based on the financial strength of Ning Huaxiang and her spouse; the proportion of self-owned versus raised funds; the background of borrowing entities and their relationship with the issuer/controlling shareholder; whether there is a risk of funding shortages; whether there are other arrangements beyond loan agreements; whether there is a clear repayment plan; and whether there is a plan to pledge the issuer's shares for this subscription.