Sponsor (Lead Underwriter)
[Image: CITIC Securities Logo]
North Tower, Excellence Times Plaza (Phase II), No. 8 Center 3rd Road, Futian District, Shenzhen, Guangdong Province
June 2026
Shenzhen Stock Exchange:
We have received your "Audit Inquiry Letter Regarding the Application of Sanhe Tongfei Refrigeration Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2026] No. 020037) dated May 11, 2026 (hereinafter referred to as the "Inquiry Letter"). Sanhe Tongfei Refrigeration Co., Ltd. (hereinafter referred to as the "Issuer," "Tongfei Shares," or the "Company"), together with the sponsor CITIC Securities Co., Ltd. (hereinafter referred to as the "Sponsor" or "CITIC Securities"), Tianjian Certified Public Accountants (Special General Partnership) (hereinafter referred to as the "Reporting Accountant" or "Tianjian"), and Beijing Global Law Office (hereinafter referred to as the "Issuer's Counsel" or "Global Law Office"), have carefully verified and implemented the items raised in the Inquiry Letter one by one. The response is as follows, please review.
Unless otherwise specified, the abbreviations or terms used in this response have the same meanings as those in the prospectus.
The fonts used in this response to the Inquiry Letter represent the following meanings:
| Item | Font |
|---|---|
| Questions listed in the Inquiry Letter | Bold |
| Responses to questions in the Inquiry Letter | Songti |
| Citations from the prospectus | Songti, Kaiti (non-bold) |
| Supplementary disclosures and amendments to the prospectus | Kaiti (bold) |
Table of Contents
Question 1.............................................................................................................................................................................3
Question 2...........................................................................................................................................................................33
Question 1
According to the application materials, from 2023 to 2025, the Company's operating income was 184,513.36 ten thousand yuan, 216,007.44 ten thousand yuan, and 286,748.33 ten thousand yuan, respectively; the Company's net profit after deducting non-recurring gains and losses attributable to the parent company was 16,958.90 ten thousand yuan, 14,571.97 ten thousand yuan, and 24,784.93 ten thousand yuan, respectively; the Company's comprehensive gross margin was 26.33%, 22.06%, and 22.31%, respectively. At the end of the last three years, the book value of the Issuer's accounts receivable was 73,741.53 ten thousand yuan, 84,657.51 ten thousand yuan, and 87,316.34 ten thousand yuan, respectively, accounting for 52.54%, 44.99%, and 44.90% of current assets at the end of each period. At the end of the last three years, the Issuer's receivables financing amount was 2,680.16 ten thousand yuan, 11,123.71 ten thousand yuan, and 25,845.88 ten thousand yuan, respectively, accounting for 1.91%, 6.57%, and 13.29% of current assets at the end of each period. According to the application materials, at the end of 2025, the Issuer mainly used "Di Lian" and "Rong Dan" as supplier payment tools. At the end of the last three years, the book value of the Issuer's fixed assets was 39,197.91 ten thousand yuan, 63,074.74 ten thousand yuan, and 60,468.85 ten thousand yuan, respectively.
Please have the Issuer:
(1) Explain by business segment the reasons for and rationality of the decline in the Company's net profit after deducting non-recurring gains and losses in 2024 and the decline in comprehensive gross margin during the reporting period, whether there is a significant difference from comparable companies in the same industry, and whether there is a risk of performance decline.
(2) Explain the reasons for and rationality of the increase in the Issuer's receivables financing amount during the reporting period, the proportion of supply chain notes and the matching with corresponding customer revenue, and explain whether the relevant accounting treatment complies with the relevant provisions of the "Accounting Standards for Business Enterprises" in combination with the specific customers issuing supply chain notes, settlement cycles, holding purposes, and termination confirmation points, and whether the bad debt provision for accounts receivable at the end of each period is sufficient.