Tianyi Medical: Cathay Haitong Securities Co., Ltd.’s verification opinions on the postponement of part of Ningbo Tianyi Medical Equipment Co., Ltd.’s investment project with raised funds
Cathay Haitong Securities Co., Ltd.
About Ningbo Tianyi Medical Equipment Co., Ltd.
Verification Opinions on the Delay of Investment Projects with Partial Raised Funds
In accordance with the relevant provisions of the "Measures for the Administration of the Sponsorship Business of Securities Issuance and Listing", "Supervisory Rules for Fund Raising by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and other regulations, Cathay Haitong Securities Co., Ltd. (hereinafter) As the sponsor and continuing supervision agency for Ningbo Tianyi Medical Equipment Co., Ltd. (hereinafter referred to as "Tianyi Medical" and the "Company") for its initial public offering and listing on the GEM, it has verified the postponement of part of the company's investment projects with raised funds. The specific verification details are as follows:
1. Basic situation of raised funds
According to the China Securities Regulatory Commission’s “Reply on Approving the Registration of the Initial Public Offering of Ningbo Tianyi Medical Devices Co., Ltd.” (CSRC Permit [2021] No. 3939), the company used the balance underwriting method as the lead underwriter, Guotai Junan Securities Co., Ltd., to publicly issue 14.7368 million RMB ordinary shares (A shares) to the public at an issue price of RMB 52.37 per share, raising a total of 77,176.84 yuan. Ten thousand yuan, the raised funds after deducting underwriting and recommendation fees of 59.1693 million yuan were 712.5991 million yuan, which was remitted to the company's raised funds supervision account by the lead underwriter Guotai Junan Securities Co., Ltd. on March 29, 2022. In addition, after deducting 18.0359 million yuan of new external expenses directly related to the issuance of equity securities such as online issuance fees, prospectus printing fees, reporting accountant fees, lawyer fees, evaluation fees, etc., the company's net raised funds this time was 694.5632 million yuan. The above-mentioned receipt of funds raised has been verified by Shun Lun Accounting Firm (Special General Partnership), which issued a "Capital Verification Report" (Xin Huishi Bao Zi [2022] No. ZA10604).
2. Use and storage of raised funds
(1) Usage of raised funds
As of September 30, 2025, the company's use of raised funds is as follows:
Unit: 10,000 yuan
Project reaches predetermined order Commitment of raised funds Adjusted investment Cumulative use of raised funds
Project name Available status Date number Total investment Total amount Funding amount
period
Annual output of 40 million sets of blood
1 Liquid purification equipment construction 23,900.00 23,900.00 21,390.39 October 2025 project
Annual output of 10 million sets
2 Bacterial humidification and oxygen absorption device 7,900.00 239.42 239.42 Not applicable [Note 1] Construction project
Construction of production base in Thailand 10,742.25[Note
3 1,097.35 Project to be established in December 2025 2]
Comprehensive R&D center built
4 9,200.00 335.74 335.74 Not applicable [Note 3]
Set up project
5 Supplementary working capital 10,000.00 10,000.00 10,001.81 [Note 4] Not applicable 6 (Ningxiang) construction project 13,660.58 10,544.16 Subtotal in October 2026 51,000.00 58,877.99 43,608.87 -
7 Over-raised funds 18,456.32 11,000.00 11,000.00 Not applicable
Total 69,456.32 69,877.99 54,608.87[Note 4] -
[Note 1] In order to further improve the efficiency of the use of raised funds, the company held the fourth meeting of the third board of directors on July 12, 2023, and adjusted all the excess raised funds of 60 million yuan and the remaining unused raised funds of the "10 million sets of sterile humidification and oxygen absorption device construction project with an annual output" to the "Hunan Tianyi Medical Technology (Ningxiang) Construction Project"; the company will subsequently invest its own funds in the 10 million sets of sterile humidification and oxygen absorption device construction project with an annual output.
[Note 2] The company held the 20th meeting of the third board of directors on December 27, 2024, and decided not to implement the "Comprehensive R&D Center Construction Project" and to adjust all the remaining raised funds and remaining super-raised funds from the "Comprehensive R&D Center Construction Project" to the "Thailand Production Base Construction Project." Since the above three supervision accounts still accrued interest before the funds were transferred, the actual amount received was 108.2917 million yuan.
[Note 3] The company held the 20th meeting of the third board of directors on December 27, 2024. Due to major adjustments in the implementation location policy, the company will no longer implement the "Comprehensive R&D Center Construction Project", and at the same time, all remaining funds raised from the "Comprehensive R&D Center Construction Project" will be used for the "Thailand Production Base Construction Project."
[Note 4] The difference between the sum of each sub-item and the total amount of accumulated raised funds invested is due to data conversion and rounding.
(2) Storage status of raised funds in special account
As of the date of issuance of the verification opinion, the Company has 9 special accounts for raised funds. The deposit status of raised funds is as follows:
Serial number Affiliated company Bank of account Bank account Existence status Remarks Annual output: 40 million sets
Bank of Ningbo Co., Ltd. Technology
1 Tianyi Medical 31010122001060033 Existence Blood Purification Equipment Branch
The construction project has an annual output of 10 million units
Industrial and Commercial Bank of China Co., Ltd.
2 Tianyi Medical 3901150229000139186 Survival Sterile Humidification Oxygen Ningbo Xincheng Branch
Equipment construction project 3 Tianyi Medical Agricultural Bank of China Co., Ltd. 39412001040011066 Existence Comprehensive R&D Center Serial Number Affiliated Company Account Opening Bank Bank Account Number Existence Status Remarks Ningbo High-tech Zone Branch Construction Project China Construction Bank Co., Ltd.
4 Tianyi Medical 33150199504600000596 Survival Ningbo Yinzhou Branch with excess raised funds
Tianyi Pharmaceutical
China Construction Bank Co., Ltd. Comprehensive R&D Center 5 (Terris 33150199504600000852 Survival
Ningbo Dongqian Lake Branch Construction Project Technology)
Hunan Tianyi Ping An Bank Co., Ltd. Ningbo (Ningxiang) Construction Project 6 15110066666695 Survival
Medical Technology Branch Headed by Industrial and Commercial Bank of China (Thailand) Co., Ltd. Thailand Production Base 7 Thailand Tianyi 5100303754 Existing
Ltd. Construction Project Singapore Shanghai Pudong Development Bank Ningbo High-tech Thailand Production Base 8 NRA94130014401000002 Survival
Raima District Branch Construction Project Industrial and Commercial Bank of China (Thailand) Co., Ltd. Thailand Production Base 9 Thailand Tianyi 5100320314 Existence
Co., Ltd. construction project
3. Explanation of postponement of fundraising projects
(1) Delay of some of the investment projects this time
According to the implementation progress of the investment project, after careful analysis and careful study, in order to safeguard the interests of all shareholders and the company, the company decided to adjust the time for the investment project "Construction Project with an annual output of 40 million sets of blood purification equipment" and "Thailand Production Base Construction Project" to reach the scheduled usable state to June 30, 2026, as long as the project implementation entity, the investment purpose and the investment scale of the raised funds do not change. The details are as follows:
Before the change, it can be achieved as a whole as scheduled. After the change, it can be achieved as a whole. Serial number Project name
Use status date Use status date
Annual output of 40 million sets of blood purification
1 October 31, 2025 June 30, 2026
Equipment construction project
2 Thailand production base construction project December 31, 2025 June 30, 2026
(2) Reasons for the delay of some fundraising projects
- Reasons for the delay of the “Construction Project with an annual output of 40 million sets of blood purification equipment”
The production line of the "Construction Project of Blood Purification Equipment with an Annual Output of 40 Million Sets" is currently in trial production, and some production lines have begun to be consolidated. The main reason for this postponement is that the "Construction Project with an annual output of 40 million sets of blood purification equipment" is the company's "smart factory" demonstration project with a relatively high degree of automation and high requirements for equipment stability and accuracy. The core equipment is non-standard customized equipment. The company's debugging and acceptance standards for equipment are also relatively strict. As of the date of this announcement, some equipment in this project has not yet reached the company's acceptance standards.
In order to ensure the implementation quality of the raised investment project and the effectiveness of the use of raised funds, the company has made a careful study and decision, and provided that the implementation entity of the raised investment project, the investment purpose and investment scale of the raised funds do not change, and combined with the current implementation progress of the project, it has been decided to extend the date when the "annual output of 40 million sets of blood purification equipment construction project" reaches the scheduled usable status to June 30, 2026.
- Reasons for the delay of the “Thailand Production Base Construction Project”
The "Thailand Production Base Construction Project" originally planned to complete the factory construction before the end of 2025 and officially put into production in early 2026. Due to the impact of ODI (overseas investment filing), the actual funds exchange time is delayed to a certain extent compared with the original plan. At present, the company has completed the ODI (overseas investment filing) process, and the "Thailand Production Base Construction Project" is stepping up its construction.
In order to ensure the implementation quality of the raised investment project and the effectiveness of the use of raised funds, the company has made a careful study and decision, and provided that the implementation entity of the raised investment project, the investment purpose and investment scale of the raised funds do not change, and combined with the current implementation progress of the project, it has been decided to extend the date when the "Thailand Production Base Construction Project" reaches the scheduled usable state to June 30, 2026.
- Is there any situation that affects the normal progress of the plan to use the raised funds?
The project was affected by ODI (overseas investment filing) and other related factors, and the company's investment project investment progress has slowed down. There is no harm to the interests of the company and shareholders, and there are no other situations that affect the use of raised funds. The company always adheres to the principle of seeking truth from facts, strictly manages and efficiently utilizes raised funds, avoids blind pursuit of fund execution progress, focuses on controlling project quality and effectiveness, and prevents investment risks.
- Estimated completion time and installment investment plan
In order to ensure that the construction results of the "Thailand Production Base Construction Project" can meet the company's long-term strategic development plan, safeguard the legitimate rights and interests of all shareholders, and ensure the safe and efficient use of raised funds, the company carefully studied and decided to extend the date for the "Thailand Production Base Construction Project" to reach the scheduled usable status to June 30, 2026, after in-depth consideration of the actual use of the raised funds and the current implementation progress of the project. The raised funds that have not yet been invested will be mainly used for the purchase of equipment for the project, etc., and will be invested in stages according to the actual implementation progress.
- Relevant measures to ensure on-schedule completion after extension
The company will pay real-time attention to the construction progress of the "Thailand Production Base Construction Project", formulate implementation plans, optimize resource allocation, rationally coordinate, and promote the follow-up construction of the project in an orderly manner. At the same time, we will also pay close attention to changes in the external environment and medical certification requirements to ensure that the project is completed on schedule.
4. Re-evaluation of some of the investment projects this time
According to the relevant provisions of the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies: If a raised-fund investment project exceeds the completion period of the latest raised-fund investment plan and the amount of raised-fund investment does not reach 50% of the relevant plan amount, the listed company shall re-evaluate the feasibility, expected income, etc. of the raised-investment project and decide whether to continue to implement the project. Therefore, the company re-examined the "Thailand Production Base Construction Project".
(1) Necessity and feasibility of project construction
- Necessity analysis of project construction
In the future, the Thailand production base will serve as an extremely important overseas production base for the company, providing production and supply of a series of products including hemodialysis pipelines, nutrition pipelines, etc. to overseas major customers. After the completion of the project, it will help the company gradually build an industrial layout with Singapore as the international business center and Thailand as the international production center, better radiate the Southeast Asian market, and enhance the company's ability to participate in international competition.
- Feasibility analysis of project construction
(1) Order in hand support
In November 2024, the company signed a "Distribution Contract" with its important customer Pro Cure Medical GmbH. The subject of the contract is hemodialysis tubing. Pro Cure Medical GmbH is a wholly-owned subsidiary of Fresenius Medical Care. The contract period is 5 years and will take effect on January 1, 2026. The first-year amount is expected to be US$40 million. For details, please refer to the "Announcement on Signing of Major Sales Contracts for Daily Operations" disclosed by the company on November 4, 2024 (Announcement No.: 2024-084) and the "Announcement on External Investment and Related Transactions" disclosed on December 3, 2024 (Announcement No.: 2024-089).
The company is preparing to build an overseas production base this time, which is mainly used to meet the above-mentioned order needs. After the project is completed, it will greatly enhance the company's overseas production capacity, international business profitability and risk resistance capabilities. It will also further enhance the company's brand influence, in line with the company's international operation goals.
(2) Have the team, technology, experience and other foundations required for the project
The company has been deeply involved in the medical device industry for many years. As a leading domestic blood purification medical device manufacturer and one of the earliest companies to enter the blood purification medical device industry, the company has strong R&D and production capabilities for blood purification consumables. The company has mature business processes and technological processes in the field of blood purification. All indicators of the products produced have reached the international technical level of similar products. The blood purification equipment produced by the company has been widely recognized by the market.
The members of the company's management team have rich experience in the management of medical device companies, are familiar with all aspects of procurement, research and development, production, marketing, etc., and have advanced industry management concepts. As of December 31, 2024, the company had 220 R&D personnel, accounting for 18% of the company's total employees. The professional background of R&D personnel covers a variety of disciplines such as polymer material processing engineering, pharmacy, chemical engineering and technology, biotechnology, mechanical design and manufacturing, and automation. The multi-disciplinary staffing can meet the company's research and development needs of different core technologies.
(2) Re-argument the conclusion
The company believes that the construction of the "Thailand Production Base Construction Project" is in line with the company's long-term strategic planning and business development needs, and has continued necessity and feasibility. The company decided to extend the project implementation period to ensure maximum project benefits and effectiveness.
5. Impact of postponement of fundraising projects on the company
The extension of the raised investment project is a prudent decision made by the company based on the actual situation of the project implementation. It only involves the adjustment of the time when the raised investment project reaches the scheduled usable state. It does not involve changes in the implementation entity of the raised investment project, the project purpose and the total scale of project investment. There is no change or disguised change in the investment direction of the raised funds investment project and damage to the company. The interests of the company's shareholders will not have a significant impact on the company's current production and operations, and it is in compliance with the "Supervision Rules for Fund Raising by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies" and other relevant laws and regulations. The company will strengthen the supervision and management of the use of raised funds, improve the efficiency of the use of raised funds, and accelerate the construction of raised investment projects.
6. Special opinions
(1) Opinions of the board of directors
On October 24, 2025, the company held the 26th meeting of the third board of directors, and reviewed and approved the "Proposal on the Extension of Some Fund-raising Projects". The board of directors agreed to the extension of the company's current fund-raising projects without changing the project implementation entity, implementation method, purpose of raised funds and investment scale. There is no disguised change in the direction of the raised funds and damage to the interests of other shareholders. It will not have an adverse impact on the company's normal operations and is in line with the company's long-term development plan.
(2) Opinions of the Supervisory Board
October 24, 2025 On the same day, the company held the 22nd meeting of the third board of supervisors, and reviewed and approved the "Proposal on the Postponement of Some Fund-raising Projects". The Supervisory Board believed that the postponement of this fund-raising project was a prudent decision made by the company based on the objective actual situation, which was conducive to ensuring the implementation quality of the fund-raising projects and the use effect of the funds raised, and did not change the investment The substantial content of the project and the use of the raised funds will not have a substantial impact on the company's production and operations, and are in line with the company's strategic development plan and the "Supervision Rules for Funds Raised by Listed Companies", "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and other relevant laws and regulations. There will be no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and it will not have an adverse impact on the implementation of the investment project.
7. Opinions of the sponsor
After verification, the sponsor agency believes that: the company's matters related to the extension of part of the investment projects with raised funds have been reviewed and approved by the company's board of directors and the board of supervisors, and the necessary procedures have been fulfilled, and are in compliance with the relevant laws, regulations and normative documents such as the "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies", "Regulations on the Supervision of Funds Raised by Listed Companies" and other relevant laws, regulations and normative documents. The sponsor has no objection to the postponement of the company's investment project with part of the raised funds. (This page has no text, but is the signature page of "Cathay Haitong Securities Co., Ltd.'s Verification Opinions on the Delay of Part of the Investment Project with Raised Funds of Ningbo Tianyi Medical Equipment Co., Ltd.")
Sponsor representative (signature): ______________ _______________
Shen Yichong Luan Jun
Cathay Haitong Securities Co., Ltd.
October 24, 2025