Caitong Securities Co., Ltd.
Audit Opinion on the Matter of a Subsidiary of Zhejiang Yitian Smart Home Appliances Co., Ltd. Signing a Computing Power Resource Service Contract
Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or "Sponsor") is the sponsor for Zhejiang Yitian Smart Home Appliances Co., Ltd. (hereinafter referred to as "Yitian Smart" or "the Company") in its offering of convertible corporate bonds to unspecified targets and listing on the ChiNext market. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "ChiNext Stock Market Listing Rules of the Shenzhen Stock Exchange," the "ChiNext Listed Company Self-Regulatory Supervision Guidelines No. 13—Sponsorship Business," and the "ChiNext Listed Company Normative Operation Self-Regulatory Supervision Guidelines No. 2" of the Shenzhen Stock Exchange, and other relevant laws, regulations, and normative documents, we have investigated the performance capabilities of the parties to the major contract for Yitian Smart's daily operations. The specific investigation results are as follows:
I. Contract Signing Situation
Yitian Smart's wholly-owned subsidiary, Gansu Yisuan Intelligent Technology Co., Ltd. (hereinafter referred to as "Gansu Yisuan" or "Party B"), has signed a "Computing Power Resource Service Contract" (hereinafter referred to as "the Contract") with Customer Y Company (hereinafter referred to as "Y Company" or "Party A"). Under the Contract, Party B agrees to provide Party A with computing power services, related technologies, and computing power resources that Party B legally owns and operates, in accordance with the terms and conditions of the Contract and its attachments. The computing power resources provided by Party B to Party A during the service period shall not be lower than the scale and performance standards agreed upon by both parties. Party A shall pay Party B the computing power resource service fee on a monthly basis.
The tax-inclusive amount of this Contract is RMB 1.106436 billion (calculated based on the contract service period, number of servers, and monthly service prices, with final settlement based on actual services provided monthly). The cooperation period starts from the date when the computing power adaptation for each batch of computing power services (or if Party B fails to deliver all computing power resources on time and Party A confirms in writing not to terminate the contract) specified in Attachment 1 "Service Plan" is completed, and each batch will have a separate service period of 60 months (each batch's period is referred to as "Service Period"). Two months before the expiration of the Service Period, both parties shall negotiate whether to renew the contract. Under the same conditions, Party A has priority. If the contract is not renewed upon expiration, it will terminate naturally. The tax-inclusive amount of this Contract accounts for over 100% of the Company's audited main business income from the most recent fiscal year and exceeds RMB 200 million in absolute terms.
According to the "ChiNext Stock Market Listing Rules of the Shenzhen Stock Exchange" and the "Articles of Association" of the Company, the signing of this computing power resource service contract does not constitute a related-party transaction, nor does it constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," and does not require deliberation and approval by the Company's board of directors and shareholders' meeting. The Company will fulfill the corresponding decision-making procedures and information disclosure obligations in accordance with laws and regulations based on the progress of subsequent business development.
II. Basic Information of the Counterparty
Due to commercial secrets and strategic development considerations, disclosure of information according to regulations would lead to breach of contract or potential unfair competition, harming the interests of the Company and investors. Therefore, the Company has, in accordance with relevant regulations, exempted the internal information disclosure procedures for this transaction. Information about the counterparty to the transaction has been exempted from disclosure, and therefore, the specific details of the counterparty are not disclosed.