Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as the "Sponsor") is the sponsor of Wuhan Tianyuan Group Co., Ltd. (hereinafter referred to as "Wuhan Tianyuan" or the "Company") for its initial public offering of stocks and listing on the ChiNext market. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange Listing Company Self-Regulatory Guidelines No. 2 - ChiNext Market Listing Company Normative Operation," and the "Supervision Rules for the Management of Proceeds from Public Offerings of Listed Companies," and other relevant laws, regulations, and normative documents, the Sponsor has conducted a special verification of the matters related to Wuhan Tianyuan's change in the use of proceeds from its initial public offering of stocks. The details are as follows:
I. Overview of the Change in the Use of Proceeds from Investment Projects
(I) Proceeds from Initial Public Offering of Stocks
According to the "Approval on the Registration of Wuhan Tianyuan Environmental Protection Co., Ltd.'s Initial Public Offering of Stocks" (Securities Regulatory License [2021] No. 3712) issued by the China Securities Regulatory Commission, the Company was approved to publicly issue 102.50 million shares of RMB ordinary shares at an issue price of RMB 12.03 per share, with a total raised capital of RMB 1,233.075 million. After deducting underwriting and sponsorship fees, issuance registration fees, and other transaction fees totaling RMB 105.182 million, the net proceeds actually raised amounted to RMB 112,789.30 million. Zhongshen Zhonghuan Certified Public Accountants (Special General Partnership) audited the receipt of the raised capital and issued the "Capital Verification Report" (Zhonghuan Verification [2021] No. 0100094) on December 27, 2021.
(II) Change in the Use of Proceeds from Investment Projects
The Company held the tenth meeting of the fifth board of directors and the sixth meeting of the fifth supervisory board on April 15, 2022, and the second extraordinary general meeting of shareholders in 2022 on May 5, 2022. The proposal "Proposal on Using Part of the Overraised Funds for Investment in Construction Projects" was deliberated and approved. The Company plans to use overraised funds of RMB 265.5176 million for the investment in the concession project of the wastewater treatment plant and supporting pipeline network in the Tianqi section of Dali Economic and Technological Development Zone, and RMB 111.5341 million for the expansion and renovation PPP project of Linfen City Longci Water Source Purification Plant (hereinafter referred to as the "Linfen Project").
The Company held the second meeting of the sixth board of directors and the second meeting of the sixth supervisory board on June 28, 2024, and the third extraordinary general meeting of shareholders in 2024 on July 31, 2024, respectively. The proposal "Proposal on Terminating Part of the Investment Projects Funded by Proceeds from Initial Public Offering of Stocks" was deliberated and approved, and the Company agreed to terminate the investment project funded by proceeds from the initial public offering of stocks, namely the "Linfen City Longci Water Source Purification Plant Expansion PPP Project."
As of the date of the board resolution to terminate the Linfen Project (July 31, 2024), the cumulative investment in the Linfen Project from raised funds was RMB 58.22 million. As of September 21, 2025, the special account for the Linfen Project's raised funds, totaling RMB 11,460.46 million (including interest income), has been transferred to the Company's overraised funds special account.
To improve the utilization efficiency and investment returns of the raised funds, the Company plans to use the remaining overraised funds of RMB 11,519.32 million (including interest income; the actual amount transferred will be based on the balance of the special account on the day of transfer) to invest in the new project "Wuhan Tianyuan Nanning Equipment Industry Export Base Project." The amount of proceeds to be changed this time (including accumulated bank interest income minus handling fees, etc.) accounts for 10.21% of the net proceeds from the Company's initial public offering.