Reply Report on the Review Center's Inquiry Letter Regarding Guoke Tiancheng Technology Co., Ltd.'s Application for Issuing Convertible Corporate Bonds to Unspecified Targets
Shenzhen Stock Exchange:
Pursuant to the requirements of the "Inquiry Letter on the Review Center's Opinions Regarding Guoke Tiancheng Technology Co., Ltd.'s Application for Issuing Convertible Corporate Bonds to Unspecified Targets" (Inquiry Letter [2026] No. 020053) issued by your exchange on July 2, 2026 (hereinafter referred to as the "Inquiry Letter"), Guoke Tiancheng Technology Co., Ltd. (hereinafter referred to as the "Company," "Guoke Tiancheng," or "Issuer"), together with Guotai Haitong Securities Co., Ltd. (hereinafter referred to as the "Sponsor"), and Grand Master Certified Public Accountants (Special General Partnership) (hereinafter referred to as the "Issuer's Accountants"), have diligently investigated, verified, and discussed the issues raised in the Inquiry Letter in accordance with the principles of diligence, integrity, and good faith. This has resulted in the completion of the "Reply Report on the Review Center's Opinions Regarding Guoke Tiancheng Technology Co., Ltd.'s Application for Issuing Convertible Corporate Bonds to Unspecified Targets" (hereinafter referred to as the "Reply Report"). We request your review.
Explanation of Reply Content, Format, and Supplementary Disclosures:
I. Unless otherwise specified, the abbreviations or technical terms used in this Reply Report have the same meanings as defined in the "Prospectus for Guoke Tiancheng Technology Co., Ltd.'s Application for Issuing Convertible Corporate Bonds to Unspecified Targets" (hereinafter referred to as the "Prospectus"). In this Reply Report, any discrepancies between the sum of individual items and the total are due to rounding.
II. The font styles in this Reply Report represent the following:
Bold - Issues listed in the inquiry letter
Songti - Reply to the issues listed in the inquiry letter
Kaishu - Revision and supplement to the "Prospectus"
Question 1
During the reporting period, the Company's net cash flow from operating activities was -9,611.36 million yuan, -2,931.46 million yuan, -12,969.72 million yuan, and -1,209.50 million yuan, respectively, remaining negative.
Please have the Issuer: supplement the explanation of the reasonableness of the negative net cash flow from operating activities during the reporting period, considering market competition, and whether there are significant differences compared to comparable companies in the same industry; based on the foregoing, further explain whether the solvency has been affected and whether the Issuer has the capacity to repay the principal and interest of the convertible corporate bonds.
Please have the Issuer supplement the relevant risks for the above matters.
Please have the Sponsor and the accountants conduct an audit and provide their independent opinions.
Reply:
I. Supplement the explanation of the reasonableness of the negative net cash flow from operating activities during the reporting period, considering market competition, and whether there are significant differences compared to comparable companies in the same industry
(I) The Company's sustained negative net cash flow from operating activities during the reporting period is consistent with the characteristics of the industry and the Company's current development stage.
- During the reporting period, the Company's cash inflow from operating activities was in line with its operating revenue. The sustained negative cash flow from operating activities is primarily due to the significant cash outflow for procurement and inventory buildup generated by the Company's continuous growth in operating scale.
The following table shows the comparison between the Company's cash flow from operating activities and operating revenue during the reporting period: