Chuanyi Technology: Zheshang Securities Co., Ltd.’s issuance sponsorship letter for Jiangsu Chuanyi Technology Co., Ltd.’s issuance of A shares to specific targets in 2026 (revised draft)
Zheshang Securities Co., Ltd.
Regarding Jiangsu Chuanyi Technology Co., Ltd.’s issuance of A shares to specific targets in 2026
Issuing Sponsorship Letter
Sponsor (lead underwriter)
(Residence: No. 201, Wuxing Road, Hangzhou City, Zhejiang Province)
September 2026
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Statement
As Jiangsu Chuanyi Technology Co., Ltd. (hereinafter referred to as "Chuanyi Technology", the "issuer" or the "Company") issuance to specific targets in 2026 The sponsor of A-share stocks, Zheshang Securities Co., Ltd. (hereinafter referred to as the "Sponsor" or "Zheshang Securities") and its designated sponsor representative have made arrangements in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the "Registration and Management Measures for the Securities Issuance of Listed Companies" (hereinafter referred to as the "Registration Management Measures"), and the "Registration and Management Measures for the Securities Issuance of Listed Companies", Articles 9, 10, and 11,
Opinions on the Application of the Relevant Provisions of Articles 13, 40, 57 and 60 - Opinions on the Application of Securities and Futures Laws No. 18 (hereinafter referred to as "Opinions on the Application of Securities and Futures Laws No. 18") 18") and other relevant laws, regulations and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange"), be honest, trustworthy, diligent and responsible, and issue this issuance sponsorship letter in strict accordance with the business rules, industry practice standards and ethics formulated in accordance with the law, and guarantee the authenticity, accuracy and completeness of the documents issued.
Unless otherwise specified, the abbreviations used in this issuance sponsorship letter have the same meanings as in the prospectus.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Directory
Disclaimer................................................................................................................................................ 1Table of Contents................................................................................................................................................ 2
Section 1 Basic situation of this securities issuance .................................................................. 4
The sponsor of this securities issuance .................................................................. 4
Staff status of the sponsor of this securities issuance ............................................. 4
Basic information of the issuer .................................................................................. 5
Interests and main business dealings between the sponsor and its related parties and the issuer and its related parties
................................................................................................................................................. 9
- Sponsor’s internal review procedures and core opinions .................................................. 10
Section 2 Sponsor’s Commitments .................................................................................. 12
Section 3 "About strengthening the risk prevention of securities companies hiring third parties and other clean businesses in investment banking business"
Verification items required by the "Opinions on Control" ............................................................................. 13
Section 4 Recommendations for this Securities Issuance .................................................................. 14
The issuer’s decision-making process for this securities issuance .................................................. 14
The sponsor’s recommendation conclusion for the issuer’s securities issuance .................................. 14
Section 5 This securities issuance complies with the issuance conditions stipulated in laws and regulations ............................. 15
This issuance complies with the issuance conditions stipulated in the "Company Law" ........................................ 15
This securities issuance complies with the issuance conditions stipulated in the Securities Law............................. 15
This securities issuance complies with the issuance conditions stipulated in the "Registration Management Measures" ............. 16
This issuance complies with the relevant provisions of the "Opinions on the Application of Relevant Provisions of Articles 9, 10, 11, 13, 40, 57, and 60 of the Measures for the Registration and Administration of Securities Issuance of Listed Companies—Opinions on the Application of Securities and Futures Laws No. 18" ............................. 21
This issuance complies with the provisions of the "Memorandum of Cooperation on the Implementation of Joint Punishments on Persons Defaulted to Enforcement" and the "Memorandum of Cooperation on the Implementation of Joint Punishments on Untrustworthy Customs Enterprises" ............. 22
The review process for this issuance is legal and compliant .................................................. 22
Section 6 Main Risks of the Issuer .................................................................. 23
Industry risks ............................................................................................ 23
Operation and management risks ............................................................................................ 26
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Financial Risks ........................................................................................................ 28
Risks of investment projects using raised funds ............................................................. 30
Regarding the risks of issuance of stocks to specific objects this time ............................................. 31
Section 7 Sponsor’s evaluation of the issuer’s development prospects .................................................. 33
Section 8 Sponsor’s recommendation conclusion for this securities issuance .................................................. 34
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 1 Basic information on this securities issuance
1. The sponsor of this securities issuance
Zheshang Securities Co., Ltd.
2. Information about the sponsor staff of this securities issuance
(1) The name of the sponsor representative responsible for this securities issuance and his practice status
Zhou Linzi: Senior manager of Zheshang Securities Co., Ltd., with a master's degree in financial management. He has qualifications such as sponsor representative, Chinese certified public accountant, and legal professional qualifications. He has been engaged in investment banking business since 2017. The sponsorship projects he participated in mainly include the initial public offering of shares by Taotao Automobile Industry (301345) and the issuance of convertible corporate bonds by Huichuangda (300909) to unspecified objects.
Jiang Zhou: Executive Director of Zheshang Securities Co., Ltd., Master of Finance, Sponsor Representative, CFA. Its since 2012 Started engaging in investment banking business in 2009, and has presided over or participated in the initial public offering of shares of Weili Medical (603309), the initial public offering of Kao Corporation (603007), the initial public offering of shares of Centaline Securities (601375), the initial public offering of Weisi Medical (688580), and the issuance of shares to specific targets by Sanbian Technology (002112) Projects include the issuance of convertible corporate bonds by Huichuangda (300909) to unspecified objects, the public issuance of convertible corporate bonds by Kao Co., Ltd. (603007), the public issuance of convertible corporate bonds by Changxin Technology (300088), the non-public issuance of shares by Guangdong Pearl (600382), and the 2013 private placement bonds of small and medium-sized enterprises by Kao Co., Ltd. (603007).
(2) Project co-organizers and other project team members
- Project co-organizer
The co-organizer of this securities issuance project is Su Youjie, and his practice details are as follows:
Assistant manager of Zheshang Securities Co., Ltd., Master of Finance. It has been engaged in investment banking business since 2023, and has mainly participated in projects such as Sanbian Technology (002112) issuing stocks to specific targets, Huichuangda (300909) issuing convertible corporate bonds to unspecified targets, and Yingtang Intelligent Control (300131) issuing shares to purchase assets and raise supporting funds.
- Other project team members
Other project team members participating in this recommendation work include: Shen Lin, Mao Xiaoying, Shen Jiaxin, and Su Zishuo.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
3. Basic information of the issuer
(1) Basic situation
Chinese name Jiangsu Chuanyi Technology Co., Ltd.
English name Jiangsu Transimage Technology Co., Ltd. Registered address No. 33, Lingbo Road, Gaoyou City, Jiangsu Province
Office address No. 33, Lingbo Road, Gaoyou City, Jiangsu Province
Date of establishment 2007-11-05
Date of establishment of joint-stock company 2014-12-18
Time to market 2017-04-26
Registered capital 289,522,256 yuan
Research and development of computer application software, production and sales of printed flexible circuit boards and conductive buttons, production and sales of keyboards, production and sales of communication equipment (except satellite antennas), communication equipment, and electronic components, self-operated and agent import and export business of various commodities and technologies (except for commodities and technologies that are restricted by the state's business scope or prohibited from import and export). (Projects that require approval according to law can only carry out business activities with the approval of relevant departments) General projects: battery sales; sales of battery spare parts; energy storage technology services (except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law)
Legal representative Zou Weimin
Unified social credit code 91321000668399955L
Stock listing place Shenzhen Stock Exchange
Stock abbreviation Chuanyi Technology
Stock code 002866
Contact number 0514-84606288
Fax number 0514-85086128
Postal code 225600
Company website http://www.transimage.cn
Email [email protected]
The type of securities issuance this time is the issuance of A shares to specific objects.
(2) Issuer’s equity structure
- Issuer’s equity structure
As of June 30, 2026, the issuer’s equity structure is as follows:
Type of shares Number of shares (shares) Proportion of total share capital
- Restricted tradable shares (or non-tradable shares) 105,753,362 36.53%
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Type of shares Number of shares (shares) Proportion of total share capital
State shareholding
Shareholding by state-owned legal persons
Other domestic shareholdings 105,753,362 36.53% of which: shares held by domestic non-state-owned legal persons
Shareholdings held by domestic natural persons 105,753,362 36.53%
- Foreign shareholding
Including: shares held by overseas legal persons
Shareholding by foreign natural persons
Unlimited tradable shares 183,768,894 63.47%
RMB ordinary shares 183,768,894 63.47%
Domestic-listed foreign shares
Foreign-invested stocks listed overseas
Others
Total share capital 289,522,256 100.00%
Information about the top ten shareholders
As of June 30, 2026, the shareholdings of the issuer’s top ten shareholders are as follows:
No. Name of shareholder Number of shares held (shares) Shareholding ratio 1 Zou Weimin 140,498,483 48.53% 2 Hong Kong Securities Clearing Company Limited 10,013,014 3.46% 3 Wu Xiangwei 3,200,000 1.11% 4 Chen Min 3,145,000 1.09% 5 Wang Peimin 1,960,000 0.68% 6 Shenzhen Tiandikang Industrial Co., Ltd. 1,174,800 0.41% 7 He Wenbin 1,162,900 0.40% 8 Li Meihua 748,500 0.26% 9 Li Xihui 714,000 0.25% 10 Ye Haiyun 532,300 0.18% Total 163,148,997 56.37%
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
(3) The issuer’s previous financing, cash dividends and changes in net assets
- The issuer’s previous financing status
The issuer’s previous equity financing since its initial public offering and listing are as follows:
Unit: 10,000 yuan Issuance time Issuance category Amount of funds raised
April 14, 2017 Initial public offering and listing 43,498.08 August 6, 2020 Issuance of shares to specific objects 58,857.92
- The issuer’s cash dividends in the past three years
The issuer’s profits distributed in cash in the past three years and their proportions are as follows:
Unit: 10,000 yuan
Items 2025 2024 Attributable to shareholders of listed companies in the 2023 consolidated statements
8,584.08 -7,347.41 4,174.59 Net profit
Cash dividends (tax included) 1,737.13 0 434.28 Cash dividends for the year accounted for shares of listed companies
20.24% 0 10.40% East’s net profit ratio
Total cumulative cash distribution in the last three years 2,171.41 Average annual distributable profit in the last three years 1,803.75 Cumulative cash distribution profit in the last three years accounted for the average annual
120.38% of distributable profits
- Changes in the issuer’s net assets at the end of each reporting period
Unit: 10,000 yuan Serial number Closing date Net assets
1 December 31, 2023 207,601.46 2 December 31, 2024 194,618.20 3 December 31, 2025 199,254.07 4 June 30, 2026 198,928.70
(4) The issuer’s main financial data and financial indicators
Rongcheng Accounting Firm (Special General Partnership) audited the issuer's 2023, 2024, and 2025 financial reports and issued a standard unqualified "Audit Report" (Rongcheng Shen Zi [2024] No. 215Z0043, Rong Cheng Shen Zi [2025] 215Z0389, Rong Cheng Shen Zi [2026] No. 215Z0436); 2026 The financial reports from January to June are unaudited. The main financial data during the reporting period are as follows:
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
- Main data of the consolidated balance sheet
Unit: 10,000 yuan 2026 2025 2024 2023 projects
June 30 December 31 December 31 Total current assets on December 31 198,129.61 200,818.29 199,564.41 200,204.85 Total non-current assets 181,496.16 184,029.26 193,214.91 224,507.11
Total assets 379,625.76 384,847.55 392,779.32 424,711.96 Total current liabilities 154,820.68 157,206.01 158,878.52 194,858.14 Total non-current liabilities 25,876.38 28,387.47 39,282.60 22,252.36
Total liabilities 180,697.07 185,593.48 198,161.12 217,110.50 Total shareholders’ equity attributable to the parent company 209,759.96 209,402.89 200,825.97 208,607.67 Total liabilities and shareholders’ equity 379,625.76 384,847.55 392,779.32 424,711.96
- Main data of the consolidated income statement
Unit: 10,000 yuan
Project January to June 2026 2025 2024 2023 operating income 104,002.90 214,572.60 195,494.80 177,352.36 operating profit 105.84 4,622.94 -17,082.70 464.23 total profit 30.68 4,708.32 -17,452.44 496.32Net profit 1,473.27 4,643.04 -12,548.98 2,527.82Net profit attributable to owners of the parent company 2,155.71 8,584.08 -7,347.41 4,174.59 belongs to the parent company after deducting non-recurring gains and losses.
1,176.26 5,809.85 -9,305.90 3,344.43 Net profit of ordinary shareholders
- Main data of the consolidated cash flow statement
Unit: 10,000 yuan
Project January to June 2026 2025 2024 Net cash flow from operating activities in 2023 7,700.84 25,182.28 8,661.89 25,497.97 Net cash flow from investing activities -12,133.92 -14,407.91 -20,868.29 -10,027.88 Net cash flow generated from financing activities 905.22 -11,250.57 4,091.91 7,659.25 Impact of exchange rate changes on cash and cash equivalents -1,786.65 51.32 1,100.66 172.90 Net increase in cash and cash equivalents -5,314.51 -424.88 -7,013.83 23,302.24
- Main financial indicators
Unit: 10,000 yuan June 30, 2026 December 2025 December 2024 December 2023 project
/ January to June 31, 2026 / 31st of 2025 / 31st of 2024 / Total assets of 2023 379,625.76 384,847.55 392,779.32 424,711.96
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
June 30, 2026 December 2025 December 2024 December 2023 Project
/January to June 31, 2026/31st of 2025/31st of 2024/2023 belongs to the parent company
209,759.96 209,402.89 200,825.97 208,607.67 shareholders’ rights and interests
Asset-liability ratio (consolidated) 47.60% 48.23% 50.45% 51.12% Operating income 104,002.90 214,572.60 195,494.80 177,352.36 Net profit 1,473.27 4,643.04 -12,548.98 2,527.82 belongs to the parent company
2,155.71 8,584.08 -7,347.41 4,174.59 net profit
Deduction of non-recurring gains and losses
Net profit subsequently attributed to the parent company 1,176.26 5,809.85 -9,305.90 3,344.43
Basic earnings per share (yuan) 0.07 0.30 -0.25 0.14 Diluted earnings per share (yuan) 0.07 0.30 -0.25 0.14 Weighted average net asset income
1.03% 4.19% -3.59% 2.02% yield
R&D investment accounts for operating income
5.66% 4.95% 5.51% 5.80% income ratio
- Interests and main business dealings between the sponsor and its related parties and the issuer and its related parties
(1) Related relationships between the sponsor and its related parties and the issuer and its related parties that may affect the fair performance of sponsorship duties
After verification, as of June 30, 2026, neither the self-operated business stock account nor the asset management business stock account of Zheshang Securities held shares of Jiangsu Chuanyi Technology Co., Ltd.
Except for the aforementioned circumstances, there are no following relationships between the sponsor and its affiliates and the issuer and its affiliates that may affect the fair performance of sponsorship duties:
The sponsor, its controlling shareholder, actual controller, and important related parties hold shares of the issuer or its controlling shareholder, actual controller, and important related parties;
The issuer or its controlling shareholder, actual controller, or important related party holds shares of the sponsor or its controlling shareholder, actual controller, or important related party;
The sponsor representative designated by the sponsor and his/her spouse, directors, and senior managers have interests in the issuer and hold positions in the issuer, etc.;
The sponsor’s controlling shareholder, actual controller, important related parties and the issuer’s controlling shareholder, actual controller
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Jiangsu Chuanyi Technology Co., Ltd. The controller of the issuance sponsorship letter and important related parties provide mutual guarantees or financing, etc.;
- Other relationships between the sponsor and the issuer.
(2) Other interests and major business dealings between the sponsor and its related parties and the issuer and its related parties that may affect the fair performance of the sponsorship duties
After verification, as of the signing date of this issuance sponsorship letter, there are no other interests or major business dealings between the sponsor and its related parties and the issuer and its related parties that may affect the fair performance of the sponsorship responsibilities.
5. Sponsor’s internal review procedures and core opinions
(1) Internal audit procedures
The project internal review procedures implemented by the sponsor for the investment banking business are formulated based on the internal control requirements of the China Securities Regulatory Commission for the sponsor (lead underwriter) investment banking business. Specifically, there are the following control procedures:
- Verification by the investment bank quality control department
The sponsor establishes an investment banking quality control department to implement process management and control of investment banking business risks. The Investment Banking Quality Control Department implements dynamic tracking and management throughout the entire process and every link of investment banking business, maximizes front-end risk control, and performs responsibilities such as quality control of investment banking projects and in-process risk management. Verify and judge whether investment banking projects meet the standards and conditions for project establishment and verification, whether the materials and documents planned to be submitted, submitted, issued or disclosed by the project team comply with relevant requirements of laws and regulations, relevant provisions of the China Securities Regulatory Commission and self-regulatory rules, and whether business personnel perform due diligence obligations diligently and responsibly.
- Compliance review
The sponsor establishes a compliance management department, which, under the company's overall compliance management system, performs compliance management responsibilities for investment banking business compliance risks by conducting compliance reviews, controlling the flow of sensitive information, implementing compliance inspections and rectification supervision, and conducting compliance training. At the same time, an investment bank compliance team is set up under the Compliance Management Department. Under the leadership of the Compliance Director, it intervenes in major business links and controls key compliance risk nodes through special compliance work such as contract fulfillment and review of external declaration materials, conflict of interest review, participation in project establishment and internal voting, registration of insiders, integrity management, information isolation walls, and anti-money laundering.
- Verification by the core organization
The sponsor establishes a non-permanent institution internal review committee and a permanent institution investment bank internal review office (hereinafter referred to as
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
(called "core agency") performs core procedures for investment banking projects. By intervening in the main business links and controlling key risk nodes, the core organization achieves overall management and control of investment banking business risks at the company level, conducts export management and terminal risk control for investment banking projects, and performs the final approval and decision-making responsibilities of external submission, submission, issuance or disclosure of materials and documents in the name of the company. The application materials for this project will be submitted to the outside world after final review and approval by the company's internal affairs committee and internal affairs office.
On June 12, 2026, Zheshang Securities held an internal meeting in Hangzhou to review Jiangsu Chuanyi Technology Co., Ltd.’s issuance of A shares to specific targets. There should be 9 members of the inner core committee participating in the meeting, and 9 people participated in the voting, which met the requirements of the working rules of the inner core committee. The inner core meeting unanimously agreed to sponsor Jiangsu Chuanyi Technology Co., Ltd.'s 2026 issuance of A shares to specific objects.
(2) Core opinions of Zheshang Securities
Jiangsu Chuanyi Technology Co., Ltd.'s application for the issuance of A shares to specific targets in 2026 complies with the conditions stipulated in laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Registration and Administration of Securities Issuance of Listed Companies, and it is agreed to sponsor Jiangsu Chuanyi Technology Co., Ltd.'s project to issue A shares to specific targets in 2026 and list them on the main board.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 2 Sponsor’s Commitments
The sponsor has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, agreed to recommend the issuer's securities for issuance and listing, and issued this issuance sponsorship letter accordingly.
Through due diligence and careful review of application documents, the sponsor makes the following commitments:
There are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the China Securities Regulatory Commission on the issuance and listing of securities;
There are sufficient reasons to believe that the issuer’s application documents and information disclosure materials do not contain false records, misleading statements or major omissions;
There are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service agency;
Ensure that the designated sponsor representative and relevant personnel of the sponsor have performed their duties diligently and conducted due diligence and careful verification of the issuer’s application documents and information disclosure materials;
Ensure that the issuance of sponsorship letters and other documents related to the performance of sponsorship duties do not contain false records, misleading statements or major omissions;
Ensure that the professional services and professional opinions provided to the issuer comply with laws, administrative regulations, regulations of the China Securities Regulatory Commission and industry norms;
Voluntarily accept the regulatory measures adopted by the China Securities Regulatory Commission in accordance with the "Measures for the Administration of the Sponsorship Business of Securities Issuance and Listing";
9. Other matters specified by the China Securities Regulatory Commission.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 3 Verification matters required by the "Opinions on Strengthening the Risk Prevention and Control of Securities Companies Engaging Third Parties and Other Integrity Practitioners in Investment Banking Business"
In this securities issuance business, in addition to the sponsors (lead underwriters), audit institutions, law firms and other securities service institutions that are required to be hired in accordance with the law, the issuer hired Shenzhen Elephant Investment Consulting Co., Ltd. to conduct research on the feasibility of investment projects with funds raised from this securities issuance and issue relevant reports. Except for the above-mentioned actions, the issuer does not engage in any other direct or indirect paid engagement of other third-party institutions or individuals for this securities issuance.
The sponsor does not engage in any direct or indirect paid third-party behaviors in this sponsorship business, and there is no undisclosed hiring of third parties.
After verification, in this securities issuance, the issuer's hiring of third-party intermediaries was legal and compliant, and the sponsor did not engage in any direct or indirect paid hiring of third-party institutions or individuals, which complied with the relevant provisions of the "Opinions on Strengthening the Risk Prevention and Control of Securities Companies' Engagement of Third Parties and Other Integrity in Investment Banking Business" (CSRC Announcement [2018] No. 22).
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 4 Recommendations for this Securities Issuance
1. The issuer’s decision-making process for this securities issuance
On May 29, 2026, the issuer held the 14th meeting of the fourth session of the board of directors, and reviewed and approved the "Proposal on the Company's Qualification of the Conditions for Issuing A Shares to Specific Objects", the "Proposal on the Company's Plan for Issuing A Shares to Specific Objects in 2026", and the "Proposal on the Company's 2026 Plan for Issuing A Shares to Specific Objects" and other relevant proposals. On June 16, 2026, the issuer held the first extraordinary shareholders' meeting in 2026, at which the above-mentioned relevant proposals were reviewed and approved.
This issuance still needs to be reviewed and approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission makes a registration decision before it can be implemented.
Regarding the decision-making process for this issuance, the sponsor verified the meeting notices, meeting proposals, meeting resolutions and other documents of the issuer's above-mentioned board of directors and shareholders' meeting. After verification, the sponsor believes that the issuer has performed the necessary decision-making procedures for this issuance. The convening, convening procedures, voting procedures, voting results and resolution contents of the issuer's board of directors and shareholders' meeting are in compliance with the provisions of the Company Law, Securities Law and Registration Management Measures, and the relevant provisions of the Articles of Association, and the resolution is legal and valid.
2. The sponsor’s recommendation conclusion for the issuer’s securities issuance
Through due diligence and prudent verification of the issuer, the sponsor believes that: the issuer's issuance of A shares to specific objects complies with the conditions for listed companies to issue A shares to specific objects in laws, regulations and normative documents such as the Company Law, Securities Law, and Registration Management Measures. The issuer's issuance and listing application documents do not contain false records, misleading statements or major omissions, and the investment of raised funds complies with the requirements of national industrial policies. Therefore, the sponsor agrees to sponsor Chuanyi Technology’s issuance of A shares to specific targets.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 5 This securities issuance complies with the issuance conditions stipulated in laws and regulations
1. This issuance complies with the issuance conditions stipulated in the "Company Law"
In accordance with the relevant provisions of the "Company Law", the sponsor reviewed the issuer's plan documents, board resolutions, shareholders' meeting resolutions, prospectuses and other relevant documents regarding this issuance, and conducted an item-by-item verification on whether the issuer's securities issuance meets the conditions for issuance of A shares to specific objects. The verification details are as follows:
(1) This issuance complies with the provisions of Article 143 of the Company Law
This issuance follows the principles of fairness and justice. Each share has equal rights. The issuance conditions and price of each share are the same, which complies with the provisions of Article 143 of the Company Law.
(2) This issuance complies with the provisions of Article 148 of the Company Law
The par value of the shares issued this time is 1.00 yuan per share, and the pricing base date for this issuance is the first day of the issuance period. The issuance price of this issuance shall not be lower than 80% of the average stock price of the company in the 20 trading days before the pricing base date (the average stock trading price in the 20 trading days before the pricing base date = the total stock trading volume in the 20 trading days before the pricing base day/the total stock trading volume in the 20 trading days before the pricing base day). The issuance price is expected to be no less than the par value of the issuer's shares, which complies with the provisions of Article 148 of the Company Law.
(3) This issuance complies with the provisions of Article 151 of the Company Law
This issuance plan has been voted and approved by the issuer’s first extraordinary shareholders’ meeting in 2026 and complies with the provisions of Article 151 of the Company Law.
In summary, the issuer’s issuance complies with the issuance conditions stipulated in the Company Law.
2. This securities issuance complies with the issuance conditions stipulated in the Securities Law
In accordance with the relevant provisions of the Securities Law, the sponsor reviewed the issuer's plan documents, board resolutions, shareholders' meeting resolutions, prospectuses and other relevant documents for this issuance, and conducted an item-by-item verification on whether the issuer's securities issuance meets the conditions for issuance of A shares to specific objects. The verification details are as follows:
(1) This issuance does not fall under the prohibitive provisions of Article 9 of the Securities Law
The issuer did not use advertising, public solicitation or disguised disclosure for this issuance, and complied with the relevant provisions of Article 9 of the Securities Law.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
(2) This issuance complies with the provisions of Article 12 of the Securities Law
The issuer's issuance of A shares to specific objects complies with the relevant conditions stipulated in the "Company Law", "Registration Management Measures" and other regulations, and is submitted to the Shenzhen Stock Exchange for review and registration with the China Securities Regulatory Commission. It complies with the provisions of Article 12 of the "Securities Law" that "a listed company's issuance of new shares shall comply with the conditions prescribed by the State Council Securities Regulatory Authority approved by the State Council. The specific management measures shall be prescribed by the State Council Securities Regulatory Authority."
In summary, the issuer’s issuance complies with the issuance conditions stipulated in the Securities Law.
3. This securities issuance complies with the issuance conditions stipulated in the "Registration Management Measures"
In accordance with the relevant provisions of the "Registration Management Measures", the sponsor conducted an item-by-item verification on whether the issuer's current securities issuance meets the conditions for issuance of A shares to specific objects. The verification details are as follows:
(1) This issuance complies with the provisions of Article 11 of the "Registration Management Measures"
Article 11 of the "Registration Management Measures" stipulates that the issuance of stocks to specific objects is as follows: "(1) Changing the use of previously raised funds without correction or without approval by the shareholders' meeting; (2) The preparation and disclosure of financial statements for the most recent year do not comply with corporate accounting standards or relevant information disclosure in major aspects The provisions of the rules; an audit report in which a negative opinion or a disclaimer of opinion was issued on the financial accounting report in the most recent year; an audit report in which a qualified opinion was issued on the financial accounting report in the most recent year, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated, except where this issuance involves a major asset restructuring;
(3) Current directors and senior managers have been subject to administrative penalties by the China Securities Regulatory Commission in the past three years, or have been publicly condemned by stock exchanges in the past year; (4) The listed company or its current directors and senior managers are being investigated by judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations; (5) The controlling shareholder or actual controller has committed major illegal acts that have seriously damaged the interests of the listed company or the legitimate rights and interests of investors in the past three years; (6) There have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or the public interests of society in the past three years. "
The sponsor reviewed the "Announcement on the No need to prepare a report on the use of previously raised funds" prepared by the issuer, as well as the audit reports, periodic reports and other announcement documents during the reporting period, and reviewed the previous raised funds (inclusive) for more than five years. IPO and subsequent financings) related announcements on the change of purpose; reviewed the certification documents issued by the issuer’s relevant competent authorities; conducted an online search on the issuer and its controlling shareholders, actual controllers, directors, and senior managers; obtained the non-criminal certificates of the issuer’s directors and senior managers during the reporting period; verified the relevant written statements issued by the issuer’s directors and senior managers, etc.
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Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
After verification, the issuer does not have any circumstances under Article 11 of the "Registration Management Measures" that prohibit listed companies from issuing stocks to specific objects:
It has been more than five fiscal years since the issuer's last raised funds were received, and there has been no case of raising funds through rights issue, additional issuance, convertible corporate bonds, etc. in the last five fiscal years. The issuer has fulfilled the corresponding decision-making procedures and information disclosure obligations if there has been a change in use of funds raised more than five years ago. The issuer's use of raised funds has not changed the use of funds raised previously without making corrections without authorization, or without approval from the shareholders' meeting;
Rongcheng Accounting Firm (Special General Partnership) issued a standard unqualified "Audit Report" on the issuer's financial accounting report for the most recent year (Rongcheng Shenzi [2026] 215Z0436 No.), there are no circumstances in which the preparation and disclosure of the financial statements of the most recent year do not comply with the provisions of accounting standards for enterprises or relevant information disclosure rules in major aspects, the financial accounting report of the most recent year is issued with a negative opinion or an audit report in which an opinion cannot be expressed, the financial accounting report of the most recent year is issued with an audit report with a qualified opinion, and the material adverse impact of the matters involved in the reserved opinion on the listed company has not been eliminated, etc.;
The issuer’s current directors and senior managers have not been subject to administrative penalties by the China Securities Regulatory Commission in the past three years or have been publicly condemned by the stock exchange in the past year;
The listed company or its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or under investigation by the China Securities Regulatory Commission for suspected violations of laws and regulations;
The controlling shareholder or actual controller of the listed company has not committed any major illegal act in the past three years that has seriously damaged the interests of the listed company or the legitimate rights and interests of investors;
The listed company has not committed any major illegal acts in the past three years that seriously harmed the legitimate rights and interests of investors or the public interests of society.
To sum up, the issuer does not have the circumstances stipulated in Article 11 of the "Registration Management Measures" that prohibit listed companies from issuing stocks to specific objects. This issuance complies with the relevant provisions of Article 11 of the "Registration Management Measures".
(2) The use of funds raised this time complies with the provisions of Article 12 of the "Registration Management Measures"
Article 12 of the "Registration Management Measures" stipulates the use of raised funds as follows: "(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management, etc.; (2) Except for financial enterprises, the use of raised funds shall not be used to hold financial investments, and shall not be directly or indirectly invested in trading
3-1-17
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Companies whose main business is marketable securities; (3) After the implementation of the fund-raising project, there will be no new horizontal competition or unfair related transactions that have a significant adverse impact on the controlling shareholder, actual controller and other enterprises controlled by them, or seriously affect the independence of the company's production and operations."
The sponsor reviewed the issuer's feasibility analysis report on the use of funds raised in this issuance and other relevant documents, relevant national laws, regulations and industrial policies.
After verification, after deducting the issuance fees, the funds raised this time are planned to be invested in the Gaoyou intelligent production line reconstruction and expansion project, the Chongqing Intelligent Manufacturing Center expansion project and supplementary working capital. The use of the raised funds complies with the provisions of Article 12 of the "Registration Management Measures", as follows:
The investment project with funds raised this time is the expansion of the issuer’s existing notebook computer keyboard and tablet leather case keyboard production capacity and the intelligent upgrading of the production line. It does not belong to the restricted or eliminated industries in the "Industrial Structural Adjustment Guidance Catalog (2024 Edition)"; the Gaoyou intelligent production line reconstruction and expansion project and the Chongqing Intelligent Manufacturing Center expansion project have obtained environmental assessment approval documents and real estate rights certificates;
The issuer’s use of funds raised this time is closely related to the company’s main business, conforms to the requirements of national industrial policies and the company’s development strategy, is not a financial investment, and has not directly or indirectly invested in a company whose main business is the purchase and sale of securities;
The funds raised this time will be invested in the issuer's original main business. After the implementation of the raised funds project, there will be no new horizontal competition that has a significant adverse impact on the controlling shareholder, the actual controller and other companies controlled by it, or any unfair related transactions, or seriously affect the independence of the company's production and operation.
In summary, the issuer's use of funds raised this time complies with the provisions of Article 12 of the "Registration Management Measures".
(3) This issuance complies with the provisions of Article 40 of the "Registration Management Measures"
Article 40 of the "Registration Management Measures" stipulates: "Listed companies should raise funds rationally and reasonably determine the scale of financing. The funds raised this time will mainly be invested in the main business."
The sponsor reviewed the board resolutions, shareholders' meeting resolutions and related proposals for this issuance, the feasibility analysis report on the use of funds raised for this issuance and other relevant documents.
After verification, the number of shares issued this time is determined by dividing the total amount of funds raised by the issuance price, and shall not exceed 30% of the company's total share capital before this issuance, that is, this issuance shall not exceed 86,856,676 shares (including the principal number). The issuer’s last raised funds were received in August 2020, and the issuer’s directors reviewed the issuance plan.
3-1-18
The resolution date of Jiangsu Chuanyi Technology Co., Ltd.’s issuance of sponsorship letter will be May 29, 2026. Therefore, the interval between the board resolution date for this issuance and the date when the previous raised funds were received has exceeded 18 months.
The investment project with the funds raised this time is consistent with the issuer's main business direction. It is the expansion of the issuer's existing notebook computer keyboard and tablet computer leather case keyboard production capacity and intelligent upgrade of the production line, which is conducive to improving the company's competitiveness and is in line with the company's development strategic plan; supplementing working capital will help reduce the company's asset-liability ratio, improve financial strength, and contribute to the company's sustainable development.
In summary, this issuance complies with the provisions of Article 40 of the "Registration Management Measures".
(4) The objects of this issuance comply with the provisions of Article 55 of the "Registration Management Measures"
Article 55 of the "Registration Management Measures" stipulates: "A listed company shall issue securities to specific targets, and the issuing targets shall meet the conditions stipulated in the resolution of the shareholders' meeting, and there shall be no more than 35 targets for each issuance. If the issuing targets are overseas strategic investors, they shall comply with relevant national regulations."
The sponsor reviewed the board resolutions, shareholders' meeting resolutions and other relevant documents for this issuance.
After verification, the issuance targets no more than 35 (inclusive) specific investors who meet the conditions stipulated by the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors and other legal persons, natural persons or other qualified investors that comply with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products managed by them are regarded as one issuance target; trust companies as the issuance target can only subscribe with their own funds.
In summary, the objects of this issuance comply with the provisions of Article 55 of the "Registration Management Measures".
(5) The issuance price complies with the provisions of Articles 56 and 57 of the "Registration Management Measures" and the provisions of Articles 56 and 57 of the "Registration Management Measures":
"Article 56: When a listed company issues stocks to specific objects, the issuance price shall be no less than 80% of the average price of the company's stocks on the twenty trading days before the pricing base date. The "pricing base date" referred to in the preceding paragraph refers to the base day for calculating the issuance floor price.
Article 57 The pricing base date for issuing stocks to specific objects is the first day of the issuance period. Listed companies should issue shares at a price not lower than the minimum issuance price.
The board of directors of a listed company has resolved to determine all issuance targets in advance, and the issuance targets fall under one of the following circumstances:
3-1-19
When Jiangsu Chuanyi Technology Co., Ltd. issues a sponsorship letter, the pricing base date may be the announcement date of the board of directors’ resolution regarding the issuance of stocks, the announcement date of the shareholders’ meeting resolution, or the first day of the issuance period:
(1) The controlling shareholder, actual controller or related party controlled by a listed company;
(2) Investors who have obtained actual control of the listed company by subscribing for the shares issued this time;
(3) Domestic and foreign strategic investors that the board of directors intends to introduce. "
The sponsor reviewed the board resolutions, shareholders' meeting resolutions and other relevant documents for this issuance.
After verification, this issuance adopts a bidding issuance method, the pricing base date is the first day of the issuance period, and the issuance price is not less than 80% of the average trading price of the company's stock in the twenty trading days before the pricing base date.
In summary, the issuance price complies with the provisions of Articles 56 and 57 of the "Registration Management Measures".
(6) The sales restriction period of this issuance complies with the provisions of Article 59 of the "Registration Management Measures"
Article 59 of the "Registration Management Measures" stipulates: "Stocks issued to specific objects shall not be transferred within six months from the date of completion of issuance. If the issuance target falls under the circumstances specified in paragraph 2 of Article 57 of these Measures, the stocks subscribed by it shall not be transferred within 18 months from the date of completion of issuance."
The sponsor reviewed the board resolutions, shareholders' meeting resolutions and other relevant documents for this issuance.
After verification, this issuance was a bidding issuance, and there was no situation where the board of directors decided to determine all issuance objects in advance. After the issuance is completed, the shares subscribed by the issuance targets shall not be transferred within 6 months from the completion date of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, those provisions shall prevail. The issuance object shall also comply with the above-mentioned share locking arrangements for shares derived from the shares obtained by the issuance due to the distribution of stock dividends by the listed company, the transfer of capital reserves to share capital, etc.
In summary, the sales restriction period of this issuance complies with the provisions of Article 59 of the "Registration Management Measures".
(7) This issuance complies with the provisions of Article 66 of the "Registration Management Measures"
Article 66 of the "Registration Management Measures" stipulates: "When securities are issued to specific objects, listed companies and their controlling shareholders, actual controllers, and major shareholders shall not make guaranteed income guarantees or disguised guarantees of income to the issuing objects, nor may they provide financial assistance or other compensation to the issuing objects directly or through stakeholders."
The sponsor reviewed the plan documents, board resolutions, shareholders' meeting resolutions and other relevant documents for this issuance.
3-1-20
After verification of the issuance sponsorship letter of Jiangsu Chuanyi Technology Co., Ltd., the issuer and its controlling shareholders, actual controllers, and major shareholders have not made guaranteed income guarantees or disguised guarantees of income to the issuers of this issuance, nor have they provided financial assistance or other compensation directly or through interested parties to the issuers of this issuance.
In summary, this issuance complies with the provisions of Article 66 of the "Registration Management Measures".
(8) This issuance complies with the provisions of Article 87 of the "Registration Management Measures"
Article 87 of the "Registration Management Measures" stipulates: "If a listed company's issuance of stocks to specific objects will lead to a change in the control of the listed company, it must also comply with other regulations of the China Securities Regulatory Commission."
The sponsor reviewed the plan documents, board resolutions, shareholders' meeting resolutions and other relevant documents for this issuance. After verification, after the completion of this issuance, the actual controllers of the issuer are still Zou Weimin and Chen Min, and this issuance will not cause a change in the control of the listed company.
In summary, this issuance complies with the provisions of Article 87 of the "Registration Management Measures".
In summary, the issuer’s issuance complies with the issuance conditions stipulated in the “Registration Management Measures”.
- This issuance complies with the relevant provisions of the "Opinions on the Application of Relevant Provisions of Articles 9, 10, 11, 13, 40, 57, and 60 of the Measures for the Registration and Administration of Securities Issuance of Listed Companies - Securities and Futures Law Application Opinion No. 18"
In accordance with the relevant provisions of the "Opinions on the Application of Relevant Provisions of Articles 9, 10, 11, 13, 40, 57, and 60 of the Measures for the Administration of Securities Issuance Registration of Listed Companies - Opinions on the Application of Securities and Futures Laws No. 18", the sponsor reviewed the plan documents, board resolutions, shareholders' meeting resolutions and other relevant documents for this issuance. After verification, the specific situation of the issuer is as follows:
(1) At the end of the latest period, the issuer does not have any large financial investments;
(2) In the past three years, the issuer’s controlling shareholder or actual controller has not committed any major illegal act that seriously harmed the interests of the listed company or the legitimate rights and interests of investors; in the past three years, the issuer has not committed any major illegal act that seriously harmed the legitimate rights and interests of investors or the public interests of society;
(3) The number of shares issued this time does not exceed 30% of the total share capital of the issuer before this issuance;
(4) The interval between the date of the issuer’s board of directors’ resolution for this issuance and the date on which the previous raised funds are received has exceeded eighteen months;
3-1-21
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
(5) The total amount of funds raised in this issuance shall not exceed RMB 870.5136 million (including the principal amount). After deducting the issuance expenses, it is planned to be invested in the Gaoyou intelligent production line reconstruction and expansion project, the Chongqing Intelligent Manufacturing Center expansion project and to supplement working capital. Among them, the amount of non-capital expenditures such as supplementary working capital was 260 million yuan, accounting for 29.87% of the total funds raised, and did not exceed 30% of the total funds raised.
In summary, this issuance complies with Articles 9 and 10 of the "Registration and Management Measures for Securities Issuance of Listed Companies"
Opinions on the Application of the Relevant Provisions of Articles 11, 13, 40, 57, and 60 - Opinions on the Application of Securities and Futures Law No. 18.
- This issuance complies with the provisions of the "Memorandum of Cooperation on the Implementation of Joint Punishments on Dishonest Persons Subject to Enforcement" and the "Memorandum of Cooperation on the Implementation of Joint Punishments on Untrustworthy Customs Enterprises"
After verification, the issuer does not fall within the scope of enterprises that need to be punished as stipulated in the "Memorandum of Cooperation on Joint Punishment of Persons Defaulted to Enforcement" and the "Memorandum of Cooperation on the Implementation of Joint Punishment of Untrustworthy Customs Enterprises", and does not belong to general untrustworthy enterprises and customs untrustworthy enterprises.
To sum up, the issuer’s issuance complies with the provisions of the “Memorandum of Cooperation on the Implementation of Joint Punishments on Persons Defaulted to Enforcement” and the “Memorandum of Cooperation on the Implementation of Joint Punishments on Untrustworthy Customs Enterprises”.
6. The review process for this issuance is legal and compliant
This plan to issue A shares to specific targets has been reviewed and approved by the 14th meeting of the issuer’s fourth board of directors and the first extraordinary shareholders’ meeting in 2026. The resolutions of the board of directors, the resolutions of the shareholders' meeting and related documents have been disclosed on the Shenzhen Stock Exchange website and information disclosure media that meet the conditions stipulated by the China Securities Regulatory Commission, and the necessary review procedures and information disclosure procedures have been fulfilled.
The issuer's issuance of A shares to specific targets must be reviewed and approved by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission before registration.
In summary, the issuer's review procedures for this issuance are legal and compliant.
3-1-22
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 6 Main risks of the issuer
1. Industry risks
(1) Risks from changes in the macroeconomic situation
The main products of the company's consumer electronics segment are computer keyboards, touch panels, and flexible circuit boards. This segment is the main source of the company's revenue and profits. The consumer electronics industry has obvious cyclical characteristics, and its terminal demand is directly affected by macroeconomic indicators such as residents' disposable income levels and consumer confidence index. When the macroeconomic climate declines, consumers may postpone or cancel the consumption of non-essential electronic products, causing demand in downstream end markets to shrink and be transmitted upstream, thus adversely affecting the company's product order volume, sales prices and gross profit margins in the consumer electronics sector.
In addition, the company is actively deploying in the field of sodium-ion batteries. This business is still in the early stages of industrialization, and its degree of commercial promotion is closely related to national energy industry policies and the popularity of social capital investment. The slowdown in macroeconomic growth may lead to a decrease in the willingness of government and social capital to invest in the new energy field, a delay in the construction progress of energy storage projects, and a more conservative attitude of downstream customers towards the adoption of new battery technologies. This will restrict the pace of market introduction of sodium-ion batteries and will also increase the uncertainty of the industry's external environment.
To sum up, if the macroeconomic growth slows down in the future, the company's two major business segments of consumer electronics and sodium-ion batteries may face varying degrees of operating risks.
(2) Risks of intensified market competition
In the consumer electronic components industry, market competition has fully unfolded, and may still attract other companies with related equipment or similar production experience to enter in the future. On the one hand, if new entrants or existing competitors expand production capacity by increasing investment in capital, equipment and personnel, it will lead to an increase in market supply and intensified competition, which will put pressure on the price and gross profit margin of the company's main products, adversely affecting profitability; on the other hand, existing competitors may also continue to penetrate or erode the company's main business areas, core customers and key sales areas through technological innovation, business model optimization, etc., resulting in a decline in the company's market share, which will have an adverse impact on production and operations.
In the field of new energy, the industry as a whole is still in the early stages of industrialization, and a certain number of companies are currently making arrangements in terms of technology research and development and production capacity construction. Although the company is in a relatively leading position in the industrialization process in this field, if the sodium-ion battery production capacity is concentrated in the future and the growth rate of downstream demand fails to synchronize
3-1-23
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Following the follow-up, the industry may face a competitive situation of oversupply, and the company will also bear the risk of intensified market competition.
(3) Risks of trade frictions on commodity exports
In recent years, international trade frictions have intensified and the risk of policy uncertainty has continued to rise. Global markets are inevitably affected by this systemic risk. Changes in international trade policies and trade frictions have brought certain uncertainties to the global business environment, and some countries have created obstacles to both trading parties by imposing additional tariffs. During the reporting period, overseas sales accounted for 63.18%, 56.61%, 53.52% and 54.64% of the company's operating income. Overseas sales products were mainly exported to China's bonded zones. Overseas markets were mainly distributed in Taiwan, South Korea and other places, and the proportion of direct exports to the United States was relatively low. However, given that some terminal applications of the company's products fall within the scope of additional U.S. tariffs, if the Sino-U.S. trade friction escalates again in the future and the U.S. further expands the intensity or scope of products subject to additional tariffs, the product sales of some of the company's downstream customers may be adversely affected, and the company's regional customer expansion will also be restricted. In addition, although the current international political situation has not had a direct impact on the company's normal operations, the international political environment is becoming increasingly complex. If the situation changes adversely in the future, it may lead to uncertainty in domestic and foreign demand, which will have a direct or indirect adverse impact on the company's operating performance.
(4) Industrial transfer risk
With the deepening of economic globalization, manufacturers of consumer electronics products such as laptops and related supporting components have widely set up manufacturing factories in my country in recent years. my country has become an important production base for the global consumer electronics industry. As an important supplier in the field of consumer electronic components, the company's production and operation layout is closely related to the location advantages of domestic manufacturing.
In the future, if domestic labor costs continue to rise, prices of production factors rise, or national industrial policies undergo major adjustments, it may cause complete machine and component production and processing manufacturers of laptop computers and other consumer electronics products to gradually transfer their production capacity to Southeast Asia, South Asia, or other lower-cost countries or regions. The above-mentioned industrial transfer will increase the company's operating costs: on the one hand, in order to cooperate with the adjustment of the global layout of downstream customers, the company needs to follow customers to establish or expand production bases overseas, thereby increasing costs such as cross-border management and personnel dispatch; on the other hand, if the company fails to complete the transfer of production capacity or maintain customer relationships in a timely manner, it may face the risk of losing orders and declining market share. The above situations may have an adverse impact on the company's operating results.
3-1-24
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
(5) Risk of product price decline
The company's consumer electronics business segment products mainly support consumer electronics products represented by notebook computers. Generally speaking, consumer electronics products are priced higher when new models are released. However, as the products gradually mature and alternative models and competitive models emerge, the overall price shows a gradual downward trend. The price decline of downstream terminal equipment will inevitably be transmitted to the upstream, resulting in corresponding pressure on the prices of supporting components. If the company cannot continue to obtain supporting orders for new models generated by downstream product updates and iterations in the future, resulting in adverse changes in the mix of new and old products, or a decrease in the average selling price of the company's products, it will have an adverse impact on the company's profitability.
At the same time, in emerging secondary battery fields such as sodium-ion batteries, the price of sodium-ion battery products is closely related to the price of lithium batteries and is directly affected by the supply and demand pattern and price fluctuations of the lithium battery market. At the same time, with the continued deepening of the industrialization process and the scale effect brought about by the expansion of the overall market production capacity, the price of sodium-ion battery products is also expected to show a downward trend, which may have an adverse impact on the company's profitability.
(6) Risks of raw material shortages and price increases
The company's consumer electronics business segment uses PCB boards, painted panels, backlight modules, etc. as its main raw materials; its sodium-ion battery business segment uses various nickel salts, separators, aluminum foil, etc. as its main raw materials. Fluctuations in the cost of main raw materials have a greater impact on the company's production costs and inventory management. Among them, the market supply of raw materials required by the consumer electronics sector is relatively mature, but affected by macroeconomic fluctuations and changes in commodity prices, there is a risk of price increases. In the sodium-ion battery sector, since the relevant industrial chain is still in the early stages of development, the market supply stability of some raw materials is relatively weak; at the same time, the price of such raw materials is highly correlated with the prices of lithium battery materials and bulk metals, and is susceptible to changes in market supply and demand and price linkage effects, and faces more significant risks of shortages and price increases.
Therefore, if the company's main raw materials experience a supply shortage or a significant price increase in the future, it will lead to an increase in the company's product costs and have an adverse impact on production and operations.
(7) Risk of rising labor costs
In recent years, with the continuous development of my country's economy and the continuous improvement of residents' income levels, domestic labor costs have continued to rise. During the reporting period, with the expansion of the company's operating scale and the increase in employee salary levels, overall labor costs also increased.
If domestic labor costs rise further in the future, and the company fails to effectively absorb the impact of increased labor costs by improving the level of production automation, optimizing process flows, or expanding business scale, it may have a negative impact on the company.
3-1-25
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
The company's operating performance will be adversely affected; in addition, from the perspective of the labor supply side, if the company's future recruitment cannot meet the labor demand for production and operations, or if new employees have difficulty in quickly mastering the production process, it may also have a negative impact on production efficiency and product quality; at the same time, in order to attract and retain outstanding talents in the fields of technology, production, sales and management, the company may need to further increase the level of salary and benefits, thus increasing the pressure on labor costs; therefore, the occurrence of the above situations may have an adverse impact on the company's production, operation and profitability.
2. Operation and management risks
(1) The risk of relative concentration of major customers
The main customer groups of the company's various types of computer keyboards and other consumer electronics components are related purchasers of consumer electronics components (such as computer keyboards, etc.), including large computer manufacturers (such as Compal Computer, Wistron, Huaqin Technology), well-known brand companies in the consumer electronics industry (such as Lenovo, Samsung Electronics, Huawei, Xiaomi) and computer accessories manufacturers (such as Dafang Electronics). In each reporting period, the company's sales revenue from its top five customers accounted for 59.87%, 56.84%, 58.42% and 62.59% of operating revenue respectively.
Due to the high concentration of the company's customers, operating fluctuations of major customers will have a greater impact on the company's operations and financial performance. If the development situation of the downstream consumer electronics industry is not good, customers may reduce production due to shrinking market demand, thereby reducing the purchase of components from the company; in addition, customers may also terminate the purchasing relationship due to failure to renew the contract after expiration. The occurrence of the above situation may have an adverse impact on the company's performance.
(2) Risks of actual controller’s equity pledge
As of June 30, 2026, the company's controlling shareholder is Zou Weimin, who directly holds 48.53% of the company's shares; the company's actual controllers are Zou Weimin and Chen Min. Chen Min directly holds 1.09% of the company's shares, and the two hold a total of 49.61% of the company's shares. Zou Weimin, one of the actual controllers, has pledged a total of 23 million shares, accounting for 7.94% of the company's total share capital. In the future, if the aforementioned entities are unable to repay loans on schedule or face the risk of liquidation of unexpired pledged stocks and fail to take effective measures such as payment of margin or early repurchase in a timely manner, it may have an adverse impact on the stability of the company's control.
(3) Risks of sodium-ion battery projects
During the reporting period, the company's sodium-ion batteries, positive and negative electrode materials, electrolytes, and sodium-ion battery PACK products suitable for electric two-wheelers have all achieved small-scale external sales. Affected by the overall battery market price fluctuations, there is certain uncertainty in the subsequent implementation progress and benefit release of the above-mentioned projects, as follows:
3-1-26
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
- The risk of failure in market development
The company is actively expanding the application of sodium-ion batteries in the electric two-wheeler market. However, currently lead-acid batteries still have certain cost advantages compared to sodium-ion batteries, and downstream customers have a long acceptance cycle for new technologies. The company may be at risk of failing to develop the electric two-wheeled vehicle market as expected, which will affect the sales revenue and profitability of related products.
- Risks of changes in the supply and demand pattern of the sodium-ion battery industry
The sodium-ion battery industry is currently in a critical period of rapid industrialization. Faced with broad development prospects and strong downstream market demand, in addition to the company, a certain number of companies in the industry have planned several GWh-level sodium-ion battery production capacity construction plans. In the future, if the sodium-ion battery production capacity of enterprises in the industry is released on a large scale and the growth of downstream market demand fails to match the same pace, the periodic mismatch in the industry's supply and demand relationship may lead to downward product prices and reduced profitability, thereby adversely affecting the company's operating performance.
- Risk of technology substitution
As an emerging product in the battery field, sodium-ion batteries have the potential to replace or supplement traditional products such as lithium-ion batteries and lead-acid batteries in some niche application fields, mainly due to their advantages in cost and safety. However, considering that sodium-ion batteries have not yet established a mature supply chain system, there is still a certain degree of uncertainty in the selection of relevant technology routes. In addition, the technology of the new energy industry is updated rapidly, and various new technologies such as solid-state sodium-ion batteries may become new development directions in the future. If relevant technologies are replaced, the company's existing sodium-ion battery products and technical routes may face the risk of being replaced or eliminated, thereby adversely affecting the company's market competitive position and ability to continue operating.
- The risk of sodium-ion battery business losses and asset impairment affecting the company’s ability to continue operating
During the reporting period, the company's new energy battery system and material revenue were 8.0967 million yuan, 21.4029 million yuan, 17.2263 million yuan and 21.4844 million yuan respectively, with gross profit margins of -61.31%, -256.44%, and -279.81% and -85.31%, which continued to be negative and had a large loss in the previous period; the capacity utilization rate during the same period was only 9.57%, 3.09%, 3.73% and 6.51%, and the fixed costs shared per unit product were relatively high. If there are adverse changes in the market environment in the future, industry competition intensifies, downstream demand growth fails to follow suit, or capacity utilization cannot be effectively improved for a long time, the gross profit margin of this business may continue to be negative and drag down the company's overall operating performance.
At the same time, as of June 30, 2026, the fixed assets and operating assets related to the sodium-ion battery business
3-1-27
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
The total book value of the construction projects was 909.8404 million yuan, accounting for 23.97% of the company’s total assets. After impairment testing, the company has made an impairment provision of RMB 122.4682 million for the sodium power asset group at the end of 2024. There is no new fixed asset impairment provision for this asset group at the end of 2025 and June 2026. However, if the release of downstream demand in the future is less than expected and there are major changes in industry technology trends, existing assets may not be able to achieve expected benefits, and there is a risk of further provision for impairment of existing assets.
If the above-mentioned business losses and asset impairment risks continue to overlap with each other, it may have a certain negative impact on the company's ability to continue operating.
(4) Risk of performance fluctuations
During the reporting period, the company's net profits attributable to shareholders of listed companies were 41.7459 million yuan, -73.4741 million yuan, 85.8408 million yuan and 21.5571 million yuan respectively. The company's net profits attributable to shareholders of listed companies after deducting non-recurring gains and losses were 33.4443 million yuan, -93.0590 million yuan, 58.0985 million yuan and 21.5571 million yuan respectively. 11.7626 million yuan, with performance fluctuations.
From January to June 2026, the company achieved operating income of 1,040.029 million yuan, a year-on-year increase of 3.32%; net profit attributable to owners of the parent company was 21.5571 million yuan, a year-on-year decrease of 48.86%; net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 11.7626 million yuan, a year-on-year decrease of 56.75%. The decrease in net profit attributable to owners of the parent company and net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses from January to June 2026 was mainly due to the combined effects of factors such as the decline in the exchange rate of the U.S. dollar against the RMB, which resulted in a decrease in the amount of foreign currency settlement income converted into RMB, an increase in the price of some raw materials (mainly silver paste and component products with silver paste as the key raw material), and an increase in net exchange losses in financial expenses.
The company's future development is closely related to the external macroeconomic environment, market competition, industry policies, downstream market demand and other factors, as well as internal research and development innovation, market expansion, external investment decisions and other factors. If the above factors undergo major adverse changes, the issuer's performance will be affected or fluctuate.
3. Financial risks
(1) Risk of exchange rate fluctuations
The settlement currency between the company and some major customers and suppliers is US dollars. With the expansion of production and sales scale, if the company's import of raw materials and overseas sales of products continue to increase, the foreign exchange settlement volume will also continue to increase. During the reporting period, the company's exchange gains and losses were -11.7869 million yuan, -12.8681 million yuan, 3.9328 million yuan and 26.3953 million yuan respectively. If the RMB exchange rate fluctuates more in the future, it may have a negative impact on the company's operating performance.
3-1-28
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
more significant impact.
(2) Risks of customer credit
At the end of each reporting period, the book value of the company's accounts receivable accounted for 31.83%, 35.84%, 35.97% and 35.22% of total current assets respectively, which are generally at a relatively high level. The company's customers are mainly large computer manufacturers and consumer electronics brands. These customers have strong credit standing and good historical payment records.
As the scale of operations continues to expand, if the current credit policy remains unchanged, the company's accounts receivable balance will further increase accordingly. If there are adverse changes in the operating conditions of major customers in the future, it may cause accounts receivable to become overdue or unrecoverable, which will have an adverse impact on the company's operating results and financial status.
(3) Risk of inventory price decline
At the end of each reporting period, the company's inventory book balances were 565.9626 million yuan, 700.4752 million yuan, 733.9364 million yuan, and 688.8505 million yuan respectively, and the book values were 445.9465 million yuan, 443.1181 million yuan, 388.2335 million yuan, and 372.0115 million yuan respectively. Ten thousand yuan, the overall book balance of inventory shows a continuous growth trend, but the book value of inventory shows a downward trend.
The company has strictly followed the "Accounting Standards for Business Enterprises" and the policy on provision for inventory decline in value, conducted impairment testing on inventories at the end of each reporting period and made full provision for decline in value. During the reporting period, the company's inventory depreciation provisions mainly came from sodium-ion battery-related inventory. Affected by factors such as the sodium-ion battery industry is still in the early stages of industrialization, the technical route is not yet fully mature, and the prices of upstream raw materials fluctuate greatly, the net realizable value of some inventories in this sector is lower than the book cost, resulting in the company making a corresponding provision for a large amount of price decline provisions. In addition, the company's traditional keyboard and other consumer electronic components business also has the risk of inventory depreciation. This business is mainly affected by factors such as demand fluctuations in the downstream consumer electronics industry, accelerated product technology updates, and adjustments to customer orders. Some model inventory may have a net realizable value lower than its book cost due to slow sales or falling selling prices.
To sum up, if the industrialization process of the sodium-ion battery industry in the future is less than expected, the prices of related raw materials continue to fluctuate significantly, or the demand in the traditional consumer electronics industry shrinks, or major changes in product technology occur, the company may face the risk of continuing to accrue or additionally accrue inventory depreciation reserves, which will have an adverse impact on the current operating results.
(4) Risks of changes in preferential tax policies
- Risks of changes in export tax rebate policy
During the reporting period, the export tax rebate amount of the company and its subsidiaries such as Mattel Electronics and Shengfan Electronics was 6,013.76 respectively.
3-1-29
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
million, 71.2342 million yuan, 71.3966 million yuan and 44.6035 million yuan. According to the "Measures for the Administration of Tax Refund (Exemption) for Export Goods", the import counterpart, export trade and other businesses enjoy the preferential policy of "exemption, credit and refund" of export VAT, and the deep processing carry-over business enjoys the preferential policy of export VAT exemption. The export rebate rate is 13%, and the product tax rebate policy is relatively stable.
Although the above tax refund amount is not directly included in the company's profits, if the country reduces the tax refund rate or cancels the tax refund policy, the non-refundable portion will be included in the company's operating costs, thus affecting the company's profits. If the country adjusts the export tax rebate policy for the company's products in the future, the company may not be able to fully absorb the increased costs internally or pass them on to downstream customers, which will have an adverse impact on operating results.
- Risk of changes in corporate income tax rate
The company and some of its subsidiaries enjoy preferential corporate income tax policies. If relevant national laws and regulations change in the future, or if the company and its subsidiaries no longer meet the relevant identification or incentive conditions for other reasons, corporate income tax will be uniformly paid at a 25% income tax rate, which will have a certain impact on the company's overall performance.
4. Risks of raising funds to invest in projects
(1) The risk that the economic benefits of investment projects with raised funds will not meet expectations
Among the projects raised this time, the "Gaoyou Intelligent Production Line Renovation and Expansion Project" is expected to have an average annual operating income of 1,219.1445 million yuan, an average annual net profit of 197.3311 million yuan, an expected after-tax internal rate of return of 19.24%, and an average gross profit margin of 32.51% during the production period; the "Chongqing Intelligent Manufacturing Center Expansion Project" is expected to have an average annual operating income of 162,965.00 during the production period. million, the average annual net profit is 181.5902 million yuan, the after-tax internal rate of return is expected to be 13.08%, and the average gross profit margin during the production period is 25.01%.
Since the feasibility analysis of the raised investment is based on the current market environment and other factors, during the implementation of the raised capital investment project, the company faces many uncertain factors such as changes in the domestic and foreign macroeconomic environment, changes in industrial policies, changes in industry prosperity, changes in market demand, changes in technical routes, changes in raw material prices, etc. These factors may have an adverse impact on the implementation progress or profitability of the raised investment project, causing the predicted unit price, output, gross profit margin and other key parameters, business scale or economic benefit indicators to be lower than expected, thereby causing the risk that the economic benefits of the raised investment project will not meet expectations.
3-1-30
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
(2) The risk that new depreciation and amortization of raised funds investment projects will affect the company’s profitability
The investment projects with funds raised this time include large-scale capital expenditures. After the project is completed and put into production, the company's fixed assets and intangible assets will increase in scale, and the new depreciation and amortization expenses will have a certain impact on the company's performance. According to preliminary calculations, the "Gaoyou Intelligent Production Line Renovation and Expansion Project" will add an additional depreciation and amortization amount of RMB 22,673,100 in the first year after it reaches capacity, and the "Chongqing Intelligent Manufacturing Center Expansion Project" will add an additional depreciation and amortization amount of RMB 31,744,600 in the first year after it reaches capacity, for a total of RMB 54,417,700.
It will take a certain period for the project raised and invested to achieve production benefits. If the economic benefits of the project raised and invested are less than expected after completion or the company's operating environment undergoes major adverse changes, the realized benefits may not cover the new depreciation and amortization expenses, and there is a risk that the amount of depreciation and amortization will increase and affect the company's profitability.
(3) Risks of digestion of production capacity of investment projects with raised funds
The company's funds raised this time will be invested in the expansion and intelligent upgrading of the company's existing products, laptop keyboards and tablet leather case keyboards. The company currently has an annual production capacity of 17.568 million sets of laptop keyboards and 2.352 million sets of tablet leather keyboards. The "Gaoyou Intelligent Production Line Renovation and Expansion Project" will have an annual production capacity of 18.72 million sets of laptop keyboards when it reaches capacity, eventually replacing the existing production capacity of the Gaoyou factory, and actually adding 3.456 million sets of production capacity; the "Chongqing Intelligent Manufacturing Center Expansion Project" will add an annual production capacity of 12.48 million sets of laptop keyboards and 5.76 million tablet computer leather case keyboards when it reaches capacity. To sum up, after the investment project is completed, the company's annual production capacity of laptop keyboards will total 33.504 million units, with a production expansion ratio of 0.91 times; and its annual production capacity of tablet leather keyboards will total 8.112 million units, with a production expansion ratio of 2.45 times. The digestion of this new production capacity is mainly due to the gradual release of orders from new customers. Among them, new customers for laptop keyboards are currently in the stage of small batch trial production and factory inspection and review, and new customers for tablet leather case keyboards are currently in the stage of small batch trial production and cooperative introduction.
There are still uncertainties in the future industry market environment, supply and demand and other external factors. If there are major adverse changes during the implementation of the project such as industrial policy adjustments, changes in technological routes, or market demand growth that is lower than expected, or the company's customer development progress fails to match the production capacity expansion speed, product delivery fails to meet the needs of downstream customers, and other force majeure events, it may have an adverse impact on the smooth implementation of the project and production capacity digestion, resulting in the risk that the production capacity of the raised investment project will not be digested as expected, which will in turn affect the realization of the economic benefits of this raised investment project.
3-1-31
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
5. Regarding the risks of issuing stocks to specific objects this time
(1) Approval risks for this issuance of stocks to specific objects
The company's issuance of shares to specific targets still needs to be reviewed and approved by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission before it can be implemented. The aforementioned procedures are all prerequisites for this issuance, and there is some uncertainty as to whether such approvals can be obtained and the timing of such approvals.
(2) Issuance risks of stocks issued to specific objects this time
This issuance of A-shares to specific targets will be limited to no more than 35 (inclusive) specific investors who meet the conditions stipulated by the China Securities Regulatory Commission. The subscription intention and ability of investors and the results of this issuance will be affected by various internal and external factors such as the overall situation of the securities market, the company's stock price trend, and investors' recognition of this issuance plan. Therefore, the company faces the risk of insufficient funds raised in this issuance or even failure of the issuance.
(3) Risk of dilution of return on equity
After the funds raised this time are in place, the company's net assets will increase significantly. However, during the construction period of the raised funds investment project, the company will experience an increase in expenses, fixed assets, and depreciation and amortization expenses. Since it takes a certain period for investment projects with raised funds to be completed and generate income, after the raised funds are in place and used, the company's short-term net profit growth rate may be lower than the net asset growth rate, which will lead to the risk of a short-term decline in the return on net assets after the issuance.
3-1-32
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 7 Sponsor’s evaluation of the issuer’s development prospects
The sponsor believes that the issuer's operations and management are sound, its operating performance and financial status are good, and its future development strategy and planning are clear. As long as the market and operating environment do not change significantly, if the strategy and planning can be effectively implemented, the issuer will have good profit expectations.
The investment projects raised this time are in line with relevant national industrial policies and the issuer's overall strategic development direction in the future, and have good market development prospects and economic benefits. The implementation of the investment projects raised this time is a need for the issuer's normal operations, which will help enhance the company's overall operational efficiency, promote business integration and synergy, thereby enhancing the issuer's profitability and comprehensive competitiveness.
3-1-33
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Section 8 The sponsor’s recommendation conclusion for this securities issuance
This issuance application complies with laws and regulations, the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The sponsor has conducted due diligence and prudent verification on the issuer and its controlling shareholders and actual controllers in accordance with laws and regulations and the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. It has fully understood the issuer's operating conditions and the risks and problems it faces. It has performed corresponding internal review procedures and has corresponding sponsorship work papers to support it.
The sponsor believes that this issuance of A shares to specific targets complies with the provisions of the Company Law, Securities Law and other laws, regulations and normative documents. Zheshang Securities agreed to serve as the sponsor of Jiangsu Chuanyi Technology Co., Ltd.'s issuance of A shares to specific targets and assume the corresponding responsibilities of the sponsor.
(No text below)
3-1-34
Jiangsu Chuanyi Technology Co., Ltd. Issuance Sponsorship Letter (This page has no text, but is the signature page of "Zheshang Securities Co., Ltd.'s Sponsorship Letter for the Issuance of A Shares to Specific Targets by Jiangsu Chuanyi Technology Co., Ltd. in 2026") Project Co-organizer:
Su Youjie
Sponsor representative:
Zhou Linzi Jiang Zhou Head of Sponsorship Business Department:
Zhou Xudong
Kernel person in charge:
Deng Hongguang
Sponsor business person in charge and
General Manager (President):
Cheng Jingdong
Chairman/Legal Representative or Authorized Representative:
Qian Wenhai
Zheshang Securities Co., Ltd. Year Month Day
3-1-35
Jiangsu Chuanyi Technology Co., Ltd. issues sponsorship letter
Special authorization letter for sponsor representative
Authorized party: Zheshang Securities Co., Ltd.
Authorized parties: Zhou Linzi, Jiang Zhou
Authorization scope:
As the company's sponsor representative, in accordance with the requirements of the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", I am specifically responsible for the sponsorship work of Jiangsu Chuanyi Technology Co., Ltd.'s issuance of stocks to specific objects. Authorization period: from the date of authorization to the expiration date of continuing supervision.
Hereby authorized.
Sponsor representative: ______________ ______________ Zhou Linzi Jiang Zhou
Legal representative or authorized representative: ______________
Qian Wenhai
Authorized by: Zheshang Securities Co., Ltd. Year Month Day
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