Special Verification Opinion
Guotou Securities Co., Ltd. (hereinafter referred to as "Guotou Securities" or "the Sponsor") is the sponsor and ongoing supervisory institution for Ningbo Xingyuan Zhuomei Technology Co., Ltd. (hereinafter referred to as "Xingyuan Zhuomei" or "the Company") regarding its issuance of convertible corporate bonds to unspecified objects. In accordance with relevant regulations, including the "Administrative Measures for Securities Issuance and Listing Sponsorship," the "Shenzhen Stock Exchange Growth Enterprise Market Listing Rules (2026 Revision)," and the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standard Operation of Growth Enterprise Market Listed Companies (2026 Revision)," as well as the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 13 - Sponsorship Business (2025 Revision)," we conducted a verification of the Company's foreign exchange hedging business. The specific verification details are as follows:
I. Overview of Foreign Exchange Hedging Business
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Purpose of Transactions
With the deepening of Xingyuan Zhuomei's global business layout and the expansion of overseas operations, the scale of the Company's foreign exchange income and expenditure has also increased. Given the impact of international economic conditions and fluctuations in the financial environment, the uncertainty of global currency exchange rates and interest rates has intensified. The Company (including subsidiaries) is undertaking foreign exchange hedging to effectively prevent and control the impact of exchange rate fluctuations on its operating performance and to manage foreign exchange risk. The Company will strictly follow relevant regulations and procedures for hedging activities. -
Transaction Period and Amount
The Company and its consolidated subsidiaries will conduct foreign exchange hedging with a limit not exceeding 150 million RMB (or equivalent foreign currency). The transaction amount at any point within the authorized period (including amounts related to the profits from the aforementioned transactions) will not exceed this limit. This limit can be used in a rolling manner within 12 months from the date of approval by the shareholders' meeting. If the duration of a single transaction exceeds the authorized period, the authorization period will automatically extend until the termination of that transaction. -
Types of Transactions
These include but are not limited to forward foreign exchange contracts, currency swaps, and foreign exchange swaps.