Guosen Securities Co., Ltd.
Audit Opinion on Matters Regarding the Put Option for Qingdao Guanzhong Ecological Co., Ltd. Convertible Bonds
Guosen Securities Co., Ltd. (hereinafter referred to as the "Sponsor") is the sponsor of Qingdao Guanzhong Ecological Co., Ltd. (hereinafter referred to as "Guanzhong Ecological" or the "Company") for its issuance of convertible corporate bonds to unspecified targets. As the continuous supervision sponsor, in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "Shenzhen Stock Exchange GEM Stock Listing Rules," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 13 - Sponsorship Business," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 2 - Standardized Operation of GEM Listed Companies," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 15 - Convertible Corporate Bonds," and other relevant regulations, the Sponsor has audited the matters regarding the put option for Guanzhong Ecological's convertible corporate bonds. The details are as follows:
I. Overview of the Put Option
(I) Reason for the Effectiveness of the Put Option Clause
On June 16, 2026, the Company convened the tenth meeting of its fifth Board of Directors, and on July 6, 2026, it held the second extraordinary general meeting of shareholders in 2026 and the first bondholder meeting for "Guanzhong Convertible Bonds" in 2026. The proposal "Proposal on Terminating Part of the Fund-Raising Investment Projects and Permanently Supplementing Working Capital with Remaining Raised Funds" was deliberated and approved. It was agreed to terminate the fund-raising investment project for the issuance of convertible corporate bonds (hereinafter referred to as "Convertible Bonds") to unspecified targets, namely the "Feishuixian Historical Mining Area Ecological Restoration Project Survey, Design, and Construction General Contract," and to permanently supplement working capital with the remaining raised funds. For details, please refer to the "Announcement on Terminating Part of the Fund-Raising Investment Projects and Permanently Supplementing Working Capital with Remaining Raised Funds" disclosed by the Company on the Juchao Information Network (www.cninfo.com.cn) on June 17, 2026 (Announcement No.: 2026-034).
According to the relevant provisions of the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 15 - Convertible Corporate Bonds," if the use of raised funds investment projects is changed with the approval of the shareholders' meeting, the listed company shall grant convertible bondholders the right to put their bonds back to the company within twenty trading days after the shareholders' meeting approval.
(II) Additional Put Option Clause