About Shanghai Yirui Optoelectronics Technology Co., Ltd

In 2024, the company issued A shares to specific targets

Listing Sponsorship

Sponsors

(27th & 28th Floor, Tower 2, International Trade Building, No. 1 Jianguomenwai Street, Chaoyang District, Beijing)

January 2025

Shanghai Stock Exchange:

China International Capital Corporation Limited (hereinafter referred to as the "Sponsor", "the Institution" or "CICC") is entrusted by Shanghai Yirui Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Yirui Technology", "the Issuer" or the "Company") to issue this Listing Sponsorship Letter in connection with the Issuer's issuance of A shares to specific targets and listing on the Science and Technology Innovation Board in 2024 (hereinafter referred to as the "Offering").

The sponsor institution and its sponsor representative are 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 Administrative Measures for the Sponsorship Business of Securities Issuance and Listing (hereinafter referred to as the "Sponsor Measures"), the Administrative Measures for the Registration of Securities Issuance of Listed Companies (hereinafter referred to as the "Registration Administrative Measures"), and the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Shanghai Stock Exchange Issuance and Listing Review Rules Application Guidelines No. 2 - Content and Format of Listing Sponsorship (hereinafter referred to as "Guideline No. 2") and other laws and regulations and the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), honest and trustworthy, diligent and conscientious, in strict accordance with the business rules formulated in accordance with the law and industry self-discipline norms to issue this listing sponsorship, and to ensure that the documents issued are true, accurate and complete.

(Unless otherwise specified in this listing sponsorship, the relevant terms have the same meanings as in the "Due Diligence Report on the 2024 Issuance of A Shares by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Specific Targets")

Table of Contents

I. Basic Information of the Issuer...... 3

2. The issuance of ...... 17

3. The sponsor representative, project co-organizer and other members of the project team for the securities issuance and listing

...... 18

IV. Relationship between the Sponsor and the Issuer...... 19

V. Sponsor Commitments...... 20

6. The decision-making procedures for the issuer to perform on the issuance and listing of securities...... 20

VII. Arrangements for the Sponsor's Continuous Supervision of the Issuer...... 21

8. The contact address, telephone number and other means of communication of the sponsor institution and the relevant sponsor representatives...... 22

9. Other matters that the sponsor deems necessary to explain...... 23

10. The sponsor's recommendation conclusion for the securities listing...... 23

1. Basic information of the issuer

(1) Basic information of the issuer

Company Name: Shanghai Yirui Optoelectronics Technology Co., Ltd. (Note 2)

English Name: iRay Technology Company Limited (Note 3)

Registered address: Room 202, 2nd Floor, Building 9, No. 590 Ruiqing Road, Pudong New Area, Shanghai (Note 4)

Registration is available on March 7, 2011

Share capital 14,2788,614 shares (Note 1)

Legal representative: Gu Tie

Available September 18, 2020

Listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange

Licensed items: Class II medical device production. (Projects subject to approval in accordance with the law shall be subject to the relevant requirements.)

Business activities can only be carried out after the approval of the department, and the specific business projects shall be approved by the relevant departments

or the license shall prevail) general projects: technical services, technology development, technical consulting, technology

Business Scope: Technology exchange, technology transfer, technology promotion; manufacturing of electronic special equipment; sales of electronic products;

Class II medical device sales; software development; software sales; import and export of goods; Technology advances

Outlet; information consulting services (excluding licensed information consulting services); business management consulting;

marketing planning; Financial Counseling. (Except for projects subject to approval in accordance with the law, with business certificates.)

Carry out business activities independently in accordance with the law)

Contact number 021-50720560

Postal code 201206

Company website www.iraygroup.com

E-mail ir@iraygroup.com

Type of securities issuance A shares to be issued to a specific target

Note 1: As of June 30, 2024, the company has completed the registration of China Securities Depository and Clearing Corporation

Note, the industrial and commercial change registration has not been completed.

Note 2: The proposed name change to Yirui Electronic Technology Group Co., Ltd. has been approved by the first extraordinary general meeting of shareholders in 2025

The relevant proposals will be passed, and the industrial and commercial change registration will be completed.

Note 3: The proposed name change to iRay Group has been deliberated and approved by the first extraordinary general meeting of shareholders in 2025

Complete the industrial and commercial change registration.

Note 4: The proposed change to No. 999 Huanqiao Road, Pudong New Area, Shanghai has been deliberated by the first extraordinary general meeting of shareholders in 2025

Passed the relevant bills, to complete the industrial and commercial change registration.

(2) Main financial data and financial indicators

1. Main data of the consolidated balance sheet

Unit: 10,000 yuan

Item: 30 June 2024, 31 December 2023, 31 December 2022, 31 December 2021

Total assets 810,424.01 751,134.82 581,873.25 353,710.35

Total liabilities 361,756.30 315,832.40 191,503.54 46,054.57

Minority interests 1,529.37 2,260.49 2,697.66 2,438.03

447,138.35 433,041.93 387,672.05 305,217.75 attributable to the parent company

Owner's Equity

2. The main data of the consolidated income statement

Unit: 10,000 yuan

Projects: January-June 2024, 2023, 2022, 2021

Operating income 102,615.17 186,378.86 154,911.67 118,735.29

Operating profit 33,251.83 68,359.91 70,870.31 54,988.41

Total profit 33,265.10 68,498.61 70,869.35 55,993.03

Net profit 30,038.96 60,477.23 63,870.91 48,457.41

Net attributable to parent company 30,744.18 60,749.73 64,130.04 48,403.95

profit

3. Main data of the consolidated cash flow statement

Unit: 10,000 yuan

Projects: January-June 2024, 2023, 2022, 2021

18,576.37 34,032.23 31,662.06 24,801.78 arising from operating activities

Net gold flow

-80,472.55 -170,863.82 -47,182.83 -3,801.31 from investment activities

Net gold flow

59,653.05 35,977.53 139,298.55 -10,092.99 from fund-raising activities

Net gold flow

Cash and cash equivalents -2,256.33 -99,783.43 128,033.82 9,331.15

Net increase

4. Main financial indicators during the reporting period

January-June 2024/ Year 2023/ Year 2022/ Year 2021/

Project June 2024 December 2023 December 2022 December 2021

30 May 31 31 March 31

Current Ratio (Times) 5.40 2.72 8.66 8.09

Quick ratio (times) 4.32 2.15 7.40 7.22

Debt-to-asset ratio (parent company) 35.97% 35.01% 30.12% 8.19%

January-June 2024/ Year 2023/ Year 2022/ Year 2021/

Project June 2024 December 2023 December 2022 December 2021

30 May 31 31 March 31

Debt-to-asset ratio (consolidated) 44.64% 42.05% 32.91% 13.02%

Accounts receivable turnover ratio (times) 2.75 3.81 4.65 5.41

Inventory turnover ratio (times) 1.23 1.09 1.34 2.11

Net assets per share (RMB) 31.31 42.46 53.33 42.07

Cash flow from operating activities per share (RMB) 1.30 3.34 4.36 3.42

Cash flow per share (RMB) -0.16 -9.78 17.61 1.29

Excluding non-recurring basic earnings per share 2.15 4.26 4.50 3.40

Earnings per share before profit or loss

Profit (RMB) Diluted earnings per share 2.11 4.18 4.50 3.40

Less recurring Fully diluted 6.85% 14.03% 16.54% 15.86%

Net assets before profit or loss

Yield Weighted average 6.92% 14.96% 19.25% 17.11%

Excluding non-recurring basic earnings per share 2.35 4.15 3.63 2.40

Earnings per share after profit or loss

Profit (RMB) Diluted earnings per share 2.30 4.07 3.62 2.40

Less recurring Fully diluted 7.48% 13.66% 13.33% 11.20%

Net assets after profit or loss

Yield Weighted average 7.55% 14.56% 15.51% 12.08%

Note 1: In accordance with the China Securities Regulatory Commission's Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 9 - Calculation and Disclosure of Return on Net Assets and Earnings per Share (Revised in 2010) (CSRC Announcement [2010] No. 2) and the Explanatory Announcement No. 1 on Information Disclosure of Companies Offering Securities to the Public - Non-recurring Gains and Losses (Revised in 2023) (CSRC Announcement [2023] 65). No.) requires the calculation of return on equity and earnings per share

Note 2: Current Ratio = Current Assets/Current Liabilities

Quick Ratio = (Current Assets - Book Value of Inventories) / Current Liabilities

Debt-to-asset ratio = total liabilities / total assets

Accounts receivable turnover ratio = operating income / average book balance of accounts receivable

Inventory turnover ratio = operating costs / average book balance of inventory

Net cash flow from operating activities per share = Net cash flow from operating activities / Total equity at the end of the period

Net assets per share = Owner's equity attributable to shareholders of the parent company at the end of the period / Total share capital at the end of the period

Cash flow per share = net increase in cash and cash equivalents for the period / total share capital at the end of the period

EBITDA = total profit + interest expense + depreciation of fixed assets + depreciation of right-of-use assets + amortization of long-term amortization expenses + amortization of intangible assets

Interest protection ratio = (total profit + interest expense) / interest expense

Ratio of R&D expenses to operating income = R&D expenditure/operating income

Note 3: Accounts receivable turnover and inventory turnover have been annualized

Accounts receivable turnover ratio from January to June 2024 = 2024 half-year operating income * 2 / average book balance of accounts receivable

Inventory turnover ratio from January to June 2024 = operating cost for the first half of 2024*2 / average book balance of inventory

(3) The operation of the main business

The company is a supplier of X-ray core components and comprehensive solutions guided by the technology development trend of the whole industry chain and in line with international standards, mainly engaged in the research and development, production, sales and service of X-ray core components and comprehensive solutions such as digital X-ray detectors, high-voltage generators, ball tubes, combined radiation sources, etc., which are widely used in medical diagnosis and treatment, industrial testing, safety inspection and other fields. By providing safer and more advanced X-ray technology to world-renowned customers, the company helps them improve the level of medical diagnosis and treatment, the accuracy of industrial testing or the accuracy of safety inspections, and improve the productivity and reduce production costs of customers. Since its establishment, the company has adhered to the principle of "bringing the safest and most advanced X technology to every corner of the world"

The vision of the company has always adhered to the B-to-B strategy, and gradually carried out and improved the research and development of cutting-edge technology in the core components of X-ray

Research and explore, and gradually move towards "a variety of X-ray core components and comprehensive solution providers".

The core components of X-ray are typical high-tech products, which belong to the core components of high-tech and high-performance medical devices that are key to the development of the country. The company is the leader of the import substitution process of X-ray core components, and is a leading enterprise in China that has successfully achieved industrialization through independent research and development and has strong international competitiveness in technology. After the establishment of the company, with the digital X-ray detector as the entry point, it first successfully developed the domestic amorphous silicon flat panel detector, breaking the technical monopoly of foreign manufacturers on the amorphous silicon flat panel detector, and completing the transfer of the industrial chain from developed countries to Chinese mainland; Since then, the company has gradually expanded vertically along the industrial chain, realized the self-development and self-production of X-ray core components such as high-voltage generators, ball tubes, and combined ray sources, accelerated the realization of independent and controllable domestic X-ray core technologies, and achieved comprehensive import substitution.

At the same time, since its establishment, the company has continued to introduce products and services that meet and lead customer needs at affordable prices. Based on the global market with an international vision, the company has greatly reduced the market price of digital X-ray detectors by virtue of its self-developed advanced technology, efficient operation management and cost control methods, and accelerated the transformation process of global X-ray imaging equipment to the development of a new generation of digital stage. With the self-development and self-production of new X-ray core components including high-voltage generators, ball tubes, combined radiation sources, etc., the company will further promote the technological progress and continuous cost reduction of X-ray core components and comprehensive solutions in the industry, and the comprehensive solutions formed on the basis of these X-ray core components will have stronger synergistic advantages and cost advantages. This will further promote the penetration of domestic X-ray imaging equipment-related medical devices from tertiary hospitals to township health centers and other primary medical institutions, effectively improve national medical conditions, reduce health expenditure, and enhance the experience of both doctors and patients; In addition, the company's products in the fields of industrial testing and safety inspection can help the machinery industry, high-end equipment manufacturing industry, electronics manufacturing industry and other industries improve quality control capabilities and testing efficiency.

In recent years, with excellent R&D and innovation capabilities, the company has become one of the few digital X-ray detector manufacturers in the world that has mastered all major core technologies, and has other X-ray core components in the field

with a certain amount of accumulation. As of June 30, 2024, the company has obtained a total of 500 IP registrations or authorizations of various IPs

more than 170 invention patents; At the same time, the company has undertaken a number of national and regional R&D projects such as key R&D projects of the Ministry of Science and Technology. The company's digital X-ray detector products have reached the world's leading level in terms of performance, quality stability and reliability, and some products of other X-ray core components have reached the domestic leading level, and through the establishment of a technology platform with strong scalability and agility, it has successfully achieved a differentiated layout and enhanced the company's core competitiveness.

Since its listing in 2020, the company has won many awards or honors such as the National Enterprise Technology Center, the Ministry of Industry and Information Technology's "Specialized, Specialized and New" Little Giant, the Ministry of Industry and Information Technology's "Manufacturing Individual Champion", the First Prize of Shanghai Science and Technology Progress Award, Shanghai Innovative Enterprise Headquarters, and Shanghai Patent Demonstration Enterprise. At present, the company's products are exported to more than 80 countries and regions in Asia, America, Europe and other places, and have been recognized by well-known manufacturers at home and abroad, such as Konica, Carestream, Fujifilm, GE Healthcare, Siemens, Philips, Accuray, Qimen, DRGEM, United Imaging Medical, Wandong Medical, Meiya Optoelectronics, Longvision, Woodpecker, Samsung Ruili, Aodentai, CATL, EVE, China Innovation Airlines, Zhuhai Guanyu, Ecovision, VJ Group, Baker Hughes and other well-known manufacturers at home and abroad. The company's market share in the global digital X-ray detector market continues to increase, and it has always ranked first in the domestic digital X-ray detector market, and has formed a local leading position in the global market. In the future, as the company further improves the product layout of the X-line industry chain, the company will conduct comprehensive market competition with foreign giants and accelerate the catch-up with international competitors.

(4) The main risks of the issuer

1. Market risk

(1) The risk of falling product prices

After more than ten years of development, under the leadership of the domestic X-ray core component enterprises represented by the company, the domestic digital X-ray detectors, high-voltage generators, and combined ray source products have successfully broken the monopoly of foreign enterprises, and the above-mentioned products have basically realized import substitution and industrialization, the industry market competition has been intensifying, and product prices have continued to decline in the world.

During the reporting period, the average price of the company's main products showed a downward trend, mainly due to the following reasons: First, the company actively participated in the global market competition, took the initiative to adjust the price of products, and quickly seized the market by adopting the method of "price for volume".

share, during the reporting period, the company's shipments continued to increase; Second, due to the company's R&D investment increasing year by year, the speed of product iteration has accelerated, the launch of new products and the iterative update of old products have driven the price of old products down to a certain extent; Third, driven by policies such as the establishment of a multi-level medical service and medical security system covering urban and rural residents, and the promotion of the transformation of traditional manufacturing industry to high-end, intelligent, green and integrated, the localization process of medical and industrial X-ray imaging equipment and its core components has accelerated, driving its price to gradually decline, in response to the trend of national medical inclusion and high-end manufacturing.

During the reporting period, the average price of the company's main products decreased to a certain extent, and the gross profit margin of the company's main business was 55.83%, 58.00%, 59.01% and 57.27% respectively, and the price reduction factor had little impact on the gross profit margin. In the future, if the company cannot reduce costs through a series of measures such as large-scale production, improving production yield and localization of the upstream and downstream of the industrial chain, or unable to achieve differentiated and high value-added product layout in a timely manner, or unable to timely deploy business segments that are in line with the development trend of the industry and have growth potential, or product prices will decline more than the company's expectations, the company may face the risk of declining gross profit margin due to the decline in product prices, which will affect profitability.

(2) Market competition risk

The core components of X-ray belong to industries with high industry barriers, and there are few manufacturers in the global market that can form large-scale production, and the industry concentration is relatively high. The company's existing competitors mainly include multinational companies such as Varex, Trixell, Vieworks, Spellman, Dunlee, Hamamatsu Photonics, etc., which entered the market earlier and have occupied a certain market share. At the same time, the industry's broad market space and good economic returns may attract more new entrants, including large and medium-sized enterprises, multinational corporations and listed companies in the upstream and downstream of the industrial chain with financial advantages, making the overall competition in the industry increasingly fierce. With the help of capital and industrial chain advantages, potential market competitors can shorten the R&D cycle to a certain extent, speed up the release process of similar products, and provide products with lower prices through continuous research and imitation of existing products. If potential competitors at home and abroad continue to enter, it will lead to a gradual increase in the competition in the X-ray core components market.

If the company cannot continue to maintain competitive advantages in product research and development, quality management, marketing channels, supply chain optimization and other aspects in the future, or existing competitors and new entrants in the industry seize the market by adjusting business strategies and technological innovation, the company will face the risk of market share decline due to intensified competition in the industry.

(3) The risk of slowing down the company's business development due to the decline in industry prosperity

During the reporting period, the company's operating scale expanded year by year, with operating income of 1187.3529 million yuan, 1549.1167 million yuan, 1863.7886 million yuan and 1026.1517 million yuan respectively. Digital upgrade of global medical equipment

Factors such as trends, rising market segments in the field of industrial non-destructive testing and safety inspection, the transfer of the industrial chain to Chinese mainland, and the expansion of downstream application fields of detectors have stimulated the continuous improvement of the market demand for X-ray core components and the prosperity of the industry, providing a good external environment for the company's rapid development.

In the future, if the decline in the industry's prosperity leads to a sharp decline in the market demand for X-ray core components, it will limit the rapid development of the company to a certain extent and affect the company's profitability.

2. Business risks

(1) The risk of supply and price fluctuations of some raw materials

The company specializes in digitizing X-ray detectors, high-voltage generators, tubes, combined sources and other X-rays

The R&D, production, sales and service of core components, the procurement of key raw materials for some X-ray core components such as TFT SENSOR, CMOS SENSOR, chip, cesium iodide, IGBT, MOSFET, silicon carbide and so on is relatively concentrated, and overseas procurement accounts for more than 20%, and the relative concentration of suppliers is conducive to ensuring the reliability and stability of raw material quality, reasonably controlling procurement costs and meeting high customization needs.

On the one hand, under the circumstance that the procurement of some key raw materials is relatively concentrated, if the company's main suppliers are interrupted and product quality declines due to unforeseen reasons, there is still the possibility that suppliers cannot supply in time, which will have an adverse impact on the company's normal production and operation; On the other hand, if the price of raw materials fluctuates in a wide range in the short term in the future, the company fails to pass on the cost to downstream customers in a timely manner, which will lead to a certain range of fluctuations in the gross profit margin of the company's products; In addition, the price fluctuations of raw materials may also lead to the company's inventory price loss, which in turn will affect the company's profitability.

(2) Intellectual property protection and core technology leakage risk

X-ray core including digital X-ray detectors, high-voltage generators, tubes, combined sources, and more

Components are typical high-tech products, and the company's technology research and development and product innovation largely rely on the core technology formed by the company through independent research and development over the years. In the future production and operation activities, if the company's intellectual property protection is not effective or infringed, it will directly affect the competitiveness of the company's products.

In addition, the company's main raw materials such as TFT SENSOR, CMOS SENSOR, high voltage capacitor, high voltage

Transformer and other customized products, the company needs to provide suppliers with the necessary technical parameters and information. Although the company has signed confidentiality agreements with the relevant suppliers, it is still not possible to completely eliminate the possibility of technical leaks. At the same time, the loss of core technical personnel, technical file management loopholes and other reasons will also lead to the leakage of the company's core technology. Core technology is an important carrier of the company's competitive advantage, once there is an important core technology leakage, it will have a negative impact on the company

competitive advantage and operating performance.

(3) Human resource risk

The company's X-ray core components industry belongs to high-end equipment manufacturing and technology-intensive industries, and the company's key management and business personnel not only need to have excellent management capabilities and rich market development capabilities, but also need to have a deep understanding and accumulation of industries, products and technologies. Although the company has maintained the stability of key teams by implementing an employee stock ownership platform, establishing a competitive compensation incentive system and a restricted stock incentive plan, the company is still unable to completely avoid the adverse impact of future key personnel turnover on the company. Once some key personnel are lost, it may bring risks such as technical leakage and hindered development of new products and new markets for the company.

In addition, the company's demand for professional talents will increase day by day with the expansion of the company's business areas and the growth of performance, and it is important for the company's future development to maintain the inflow of fresh blood and cultivate a competitive and stable international team of professionals. If it fails to continuously introduce and motivate professionals and strengthen talent training, the company will face the risk of insufficient professional talents, which may lead to backwardness in technological breakthroughs, product innovation, market expansion, system management, etc.

and (4) management and internal control risks brought about by the company's scale expansion

During the reporting period, the company's total assets were 3537.1035 million yuan, 5818.7325 million yuan,

7511.3482 million yuan and 8104.2401 million yuan, and the operating income was 1187.3529 million yuan and 154911.67 yuan respectively

10,000 yuan, 1863.7886 million yuan and 1026.1517 million yuan, the scale of assets and revenue have maintained rapid and stable growth.

With the expansion of the company's assets, business, institutions and personnel, the complexity of resource allocation and internal control management in R&D, procurement, production, sales and other links continues to rise, which puts forward higher requirements for the company's organizational structure and operation and management capabilities, and does not rule out the possibility that the company's internal control system and management level cannot adapt to the rapid expansion of the company's scale. As a result, the company has management and internal control risks caused by scale expansion.

(5) The risk of the subsidiary being involved in litigation

In April 2024, Yirui Korea received a Public Complaint filed by Seoul prosecutors with the Seoul Central District Court

(2023 Sentence No. 38512). Prosecutors in Seoul argued that: (1) Yirui Korea was importing TFT modules from the company

In the process of arriving in South Korea, the wrong product name and HS code were used to handle the import declaration, which is suspected of violating the relevant provisions of the Korea Customs Act and the Korean Act on Aggravated Penalties for Specific Crimes; (2) In the process of assembling and manufacturing the detector in South Korea and exporting it to India, Yirui Korea used the wrong product name and HS code

The export declaration with "South Korea" as the place of origin is suspected of violating the relevant provisions of the Korea Customs Act, the Korea Foreign Trade Act, and the Act on Special Provisions of the Customs Act for the Purpose of Implementing Free Trade Agreements in Korea. During the reporting period, the external sales revenue of Yirui Korea accounted for 15.13%, 9.47%, 6.29% and 5.72% of the company's operating income respectively. The net profit accounted for 4.80%, 0.20%, 2.69% and 3.76% of the company's net profit attributable to the parent company respectively. Yirui Korea is mainly engaged in the production and sales of digital X-ray detectors, and other domestic and foreign entities of the company have a strong substitute for Yirui Korea in the production and sales of detectors

generational role. On December 18, 2024, Yirui Korea and its representative directors received an exit from the Seoul Central District Court

Gu's Judgment (2024 Xinghe No. 325) ordered and ruled that the charges against the defendant in this case were not established due to lack of criminal evidence, and acquitted the defendant, i.e., Yirui Korea and its representative directors. This judgment is a first-instance judgment and the prosecution has appealed the first-instance judgment, and the final judgment is still uncertain, which may have a certain adverse impact on the company.

(6) The risk of new depreciation and amortization of long-term assets carried forward from construction in progress

As of June 30, 2024, the company's balance of construction projects was relatively high, at 315,362.78 million yuan. correlation

The construction in progress is expected to be completed and carried forward to long-term assets between the end of 2024 and 2025, resulting in a significant increase in depreciation and amortization in future periods. If the company's revenue from relevant projects is less than expected, or if there are significant adverse changes in industrial policies or market environment, the new depreciation and amortization may affect the company's operating results to a certain extent, and then expose the company to the risk of declining future operating results due to the significant increase in depreciation expenses of fixed assets.

(7) Risk of delay or impairment of investment projects of the previous raised funds

In September 2024, the Company held the 9th meeting of the 3rd Board of Directors and the 8th meeting of the 3rd Board of Supervisors

The "Proposal on Extending the Implementation Period of Some Fund-raising Projects" was deliberated and approved, and the "New Detector and Scintillator Material Industrialization Project" of the 2022 Convertible Corporate Bond Raising Project to Unspecified Targets

The date of reaching the scheduled availability status has been adjusted from September 2024 to December 2025. As of the listing sponsorship

On the date of the signing of the letter, the issuer is using the entire production line to produce the first test product and conduct yield and reliability tests, and the final production line needs to carry out trial production links such as small test and pilot test according to the CMOS sensor product design drawings to gradually improve the yield/efficiency of the production line. If there are unfavorable factors affecting the implementation progress of the project or other force majeure factors, there may be a risk of further postponement or even impairment of the previous fundraising project, and the company will perform the decision-making procedures in accordance with relevant regulations and fulfill the information disclosure obligation in a timely manner.

3. Technical risks

(1) The risk of technology being overtaken or replaced

The X-ray core components manufacturing industry in which the company is located belongs to the high-end equipment manufacturing industry, which is a technology-intensive industry, and the related R&D projects involve the comprehensive application of physics, optics, microelectronics, materials science, clinical medicine, software and other scientific and technological and engineering disciplines, with the characteristics of large R&D investment, long R&D cycle and high R&D risk.

At present, the company's digital X-ray detectors, high-voltage generators, tubes, and combined ray source technologies are developed according to different terminal application scenarios, and continue to innovate with the technology path in the industry, for example, there is a certain degree of substitution between the detector sensor technology, but any technology can not cover most of the application scenarios.

If a revolutionary new technology emerges in the future, and the company fails to respond to the iterative trend of new technology in a timely manner, or fails to meet the market demand for technology upgrading, it may lead to the risk that the company's technology will be overtaken or replaced, which will adversely affect the company's future operating results.

(2) The risk of loss of key technical personnel and shortage of top technical talents

The company's core technical personnel and other key technical personnel are the key to the company's survival and development, and also the basis for the company to obtain sustainable competitive advantages, and it is also an important guarantee for the company to maintain continuous R&D and innovation, which plays an important role in the company's technology research and development and daily production and operation. If there is a major change in the above-mentioned key technical team, it may have a certain impact on the company's customer relationship maintenance, research project progress, daily operation and management, etc. With the increasing demand for professional and technical personnel in the field of X-ray core component manufacturing and the intensification of talent competition, if the company cannot provide a better development platform, more competitive remuneration and good R&D conditions in the future, there may still be a risk of loss of key technical personnel, which may have a certain impact on the implementation and process of the company's R&D projects.

If it fails to continuously introduce and motivate top technical talents and strengthen talent training, the company will face the risk of insufficient top technical talents, which may lead to falling behind in technological breakthroughs and product innovation.

(3) New technology and new product development risks

At present, the company's business sector is becoming more and more abundant and the downstream application fields of each X-ray core component product are more, with the continuous innovation of the technical path in the industry, the technology of each product is also constantly updated and iterative, but any single production

Neither the product nor the technology can cover most application scenarios. If revolutionary new technologies emerge in the future, and the company fails to respond to the iterative trend of new technologies in a timely manner, and fails to launch differentiated innovative products in a timely manner to continuously meet the needs of customers, the company's market competitiveness and sustainable profitability will be weakened.

At the same time, the company pays attention to the investment in R&D and innovation of technology and products, and is expected to maintain a high proportion of R&D investment in the future, but due to the need to invest a lot of money and manpower in product R&D, it takes a long time and there is a certain uncertainty in R&D results.

4. Risks related to the investment project of the raised funds

(1) Raised funds to invest in the implementation of the project

The feasibility analysis of the company's raised funds investment project is based on the current domestic and foreign market economic environment, consumption trends, product prices, raw material supply and process technology level and other factors as hypothetical conditions. If there is a major change in the above assumptions during the implementation of the company, or if the raised funds cannot be received in time, the project is delayed, and the industry competition intensifies, it will have a greater impact on the expected effect of the fundraising project, so that the company cannot achieve the expected economic benefits according to the established plan.

(2) The risk that the new production capacity cannot be digested in time

The company's fund-raising investment project "X-ray vacuum device and integrated solution construction project" products include ball tubes and integrated solutions, all of which are new products during the reporting period. The company's fundraising project is based on a comprehensive analysis of the current market supply and demand of the fund-raising products, the digestion potential of the future market, the company's current market position, the company's future business development plan, and the market share that the company expects to maintain in the future

Positive. After the completion of this fundraising project, the company will add 77,000 tubes and 19,300 sets of X-ray healds

There are certain risks in the production capacity of solution products and market development. In the process of project implementation and follow-up operation, if there is a slowdown in the growth of customer demand, the introduction of customers is less than expected, the market development lags behind or the market environment is unfavorable, the company's new production capacity will not be able to digest the risk in time, which will directly affect the economic benefits of the raised funds investment project and the company's overall operating performance.

and (3) the risk of declining profits due to a significant increase in depreciation

The fund-raising investment project requires the construction of a production line for tube and X-ray integrated solution products, and the purchase of a certain amount of production and R&D equipment, and the corresponding depreciation expenses will rise significantly in the short term. Since it takes a period of time for the raised funds to invest in the project from the beginning of construction to full production, if the company cannot increase the gross profit in the short term

The level or increase in operating income, the depreciation of new fixed assets may affect the company's operating performance to a certain extent, and then expose the company to the risk of declining future operating performance due to the significant increase in depreciation expenses of fixed assets.

(4) The risk of insufficient technical development of new products and personnel reserves in this fundraising project

The fund-raising investment project "X-ray Vacuum Device and Comprehensive Solution Construction Project" plans to have many product models of tube and X-ray integrated solutions. At present, the company has completed a number of applications for different collars

The field of tube and X-ray integrated solution product development, but C-Arm/DR tubes, medical CT tubes, medical

Some models of products in the comprehensive solution for DR, C-Arm for medical treatment, comprehensive solution for medical special series, and comprehensive solution for dental CBCT are still in the process of research and development, and the company has certain risks of new product development. In the face of rapid iteration of industry technology and increasingly fierce competition for talents, the company may face the risk of increasing the difficulty of developing new product technology and insufficient personnel reserves, resulting in the implementation progress of fundraising and investment projects.

5. Financial risk

(1) The risk of rapid growth of accounts receivable

At the end of the reporting period, the book value of the company's accounts receivable was 281.4879 million yuan and 356.5774 million yuan respectively

yuan, 604.5876 million yuan and 863.5972 million yuan, accounting for 7.96%, 6.13%, 8.05% and 10.66% of total assets respectively. In recent years, the company's business development has been good, the operating income has grown rapidly, and the company has given a certain credit term to major customers, resulting in the rapid growth of accounts receivable during the reporting period.

During the reporting period, the overall situation of the company's accounts receivable was good, and the possibility of bad debt losses in accounts receivable was small. At the same time, the company has purchased credit insurance according to the risk characteristics of customers, and made provision for bad debts in accordance with the principle of prudence. However, as the company expands its business scale to meet market demand, higher accounts receivable will affect the company's capital turnover and limit the rapid development of the company's business. In addition, if the economic situation deteriorates or there is a material adverse change in the business conditions of the accounts receivable customer, it may lead to the company's bad debt losses, which in turn will affect the company's profit level.

(2) The risk of fluctuations or even declines in gross profit margins

During the reporting period, the gross profit margin of the company's main business fluctuated slightly, and the overall level remained at a high level. The gross profit margin of the company's products is sensitive to changes in factors such as selling price and product structure, and if the downstream customer demand declines in the future and industry competition intensifies, the product price may decline; or the company fails to effectively control the cost of its products; or the sales of products with high gross margins do not meet expectations; Or affected by the macroeconomic trade environment, etc., the company's gross cannot be ruled out

The possibility of interest rate fluctuations or even declines will bring certain risks to the company's operations.

(3) Risk of changes in preferential tax policies

During the reporting period, the company's overseas main business income accounted for a relatively high proportion, and digital X-ray detectors and other products, as the core components of imaging equipment, enjoyed the highest export tax rebate rate. At the same time, the company is a high-tech enterprise, and pays enterprise income tax at a reduced rate of 15% during the reporting period. The above-mentioned export tax rebate policies and preferential tax policies have played a certain role in promoting and promoting the company's business development and operating performance. If there is a significant change in the above-mentioned tax policy in the future, it will increase the company's operating costs and tax burden, which may have a certain adverse impact on the company's operating performance and profitability.

(4) The risk of inventory loss due to the increase in inventory scale and inventory price decline

At the end of the reporting period, the book value of the company's inventory was 329.6221 million yuan, 657.6818 million yuan,

781.8413 million yuan and 745.4414 million yuan, accounting for 10.82%, 14.52%, 21.03% and 20.01% of the company's current assets respectively. The company's inventory accounts for a relatively large proportion of raw materials, and at the end of each period of the reporting period, the company's inventory is the same

The carrying value of materials was 195.3895 million yuan, 314.416 million yuan, 294.6443 million yuan and 27612.79 yuan respectively

10,000 yuan, accounting for 59.28%, 47.81%, 37.69% and 37.04% of the book value of inventory at the end of the period, respectively. If the inventory is not digested in time or the net realizable value of raw materials declines significantly, the company's inventory has a certain risk of price loss.

(5) Risk of fluctuation in net cash flow from operating activities

During the reporting period, the net cash flow generated by the company's operating activities was 248.0178 million yuan, 316.6206 million yuan, 340.3223 million yuan and 185.7637 million yuan respectively, showing an overall upward trend. With the continuous expansion of the scale of operations and the increasing demand for working capital, fluctuations in the company's net cash flow from operating activities may lead to liquidity risks for the company.

(6) Exchange rate risk

During the reporting period, the company's overseas main business income increased year by year. 2021, 2022, 2023 and

From January to June 2024, the company's exchange losses (earnings are presented in negative numbers) were 8.1733 million yuan and -4,042.32 yuan, respectively

10,000 yuan, -9.5148 million yuan and -2.964 million yuan, the absolute value accounted for 1.46%, 5.70%, 1.39% and 0.89% of the total profit of the year/current period respectively. At present, the company and overseas customers mainly use foreign currency pricing and settlement, and the impact of exchange rate fluctuations on the company's operating performance is mainly reflected in: on the one hand, the fluctuation of the RMB exchange rate will directly affect the competitiveness of the company's product export prices, and then have a certain impact on the company's operating performance; On the other hand, companies

The proportion of export revenue is relatively high, and different credit terms will be given to different customers, and the fluctuation of the RMB exchange rate directly affects the amount of the company's foreign exchange profit and loss. Therefore, if the RMB appreciates significantly in the future, it may have a certain impact on the company's profitability.

(7) The risk of interest-bearing liabilities and asset-liability ratios continuing to increase

At the end of the reporting period, the company's asset-liability ratio (consolidated) was 13.02%, 32.91%, 42.05% and 44.64% respectively. As of the end of the reporting period, the balance of the company's long-term borrowings was 1445.0031 million yuan, and the book value of bonds payable was 1243.2959 million yuan. The main reason for the high balance of the company's interest-bearing liabilities is that the company has developed rapidly in recent years, raising funds through the issuance of convertible bonds and bank borrowings, and implementing projects such as "new detector and scintillator material industrialization project" and "digital X-ray detector key technology research and development and comprehensive innovation base construction project" to expand the production capacity of new detectors and build a new headquarters research and development center. As of the end of the reporting period, there was still a certain demand for self-owned capital investment in related projects. In the future, in order to ensure project investment and daily operation, the company's interest-bearing liabilities and asset-liability ratio may be further increased, which will lead to an increase in financial expenses and risks, affecting the company's profit level.

6. The risk of further dilution of control

The company's shareholding structure is relatively dispersed. As of June 30, 2024, the actual controller of the company is Gu Tie,

Gu Tie personally directly holds the voting rights represented by the control of 25.26% of the issuer's shares through Yiyuan Herui, Shanghai Chang Ze and Shanghai Chang Rui. After the completion of this issuance, the proportion of voting rights of the shares controlled by Gu Tie will be further diluted.

If other shareholders of the company reach a concerted action agreement, or potential investors acquire the company's shares, the company may have a transfer of control due to the dispersion of the shareholding structure, which may lead to great changes in the company's management team, core technical personnel, development strategy, etc., resulting in uncertainty about the company's future business development.

7. Risks associated with the issuance of A-shares to specific targets

(1) Approval risk

The issuance of A-shares to specific targets has been deliberated and approved by the board of directors and the general meeting of shareholders of the company, and it needs to be reviewed by the Shanghai Stock Exchange and registered with the China Securities Regulatory Commission before it can be implemented.

(2) The risk of diluting the immediate return by issuing shares to specific targets

After the funds raised from the issuance of A shares to specific targets are in place, the company's share capital and net assets will increase accordingly. Due to the fact that the company has a certain construction period for the investment project with the raised funds, there is a certain uncertainty in the benefits of the project and it will take a certain amount of time to realize the expected returns, and the future earnings per share and return on net assets may decline in the short term.

Second, the issuance

Type of Securities: RMB Ordinary Shares (A Shares)

The par value of each share is 1.00 yuan per share

The offering will be carried out entirely by way of issuing A shares to specific targets

Issuance method and issuance time The China Securities Regulatory Commission (CSRC) agrees to register within the validity period to select the appropriate time to a specific target

Issuance. If laws, regulations and normative documents have new provisions on the time of issuance, the public

The Division will be adjusted in accordance with the new regulations.

The issuance of A shares to specific targets will be issued by inquiry, and the issue price is

not less than 80% of the average trading price of the company's shares for the twenty trading days prior to the pricing reference date,

The pricing reference date is the first day of the issuance period.

The above average price is calculated as follows: stock trading 20 trading days prior to the fixing base date

Average price = total stock trading volume in the 20 trading days prior to the pricing base date / before the pricing base date

The total number of shares traded in 20 trading days.

If the company's shares occur within the 20 trading days due to dividends, share gifts, allotments, and capital

In the event of stock price adjustment caused by ex-rights and ex-dividends such as the conversion of the provident fund into share capital, then

The trading price on the trading day before the adjustment shall be based on the price adjusted by the corresponding ex-rights and ex-dividends

Grid calculations.

During the period from the pricing benchmark date of this offering to the issuance date, the company will pay dividends and send dividends

Pricing method and issue price Shares, capital reserve to increase share capital and other ex-rights, ex-dividends, the issuance of this offering

The reserve price will be adjusted accordingly. Here's how to adjust it:

Cash dividend: P1=P0-D

Bonus shares or conversion of share capital: P1=P0/(1+N)

Bonus shares or conversion of share capital at the same time as cash distribution: P1=(P0-D)/(1+N)

Among them, P0 is the issue floor price before adjustment, D is the cash dividend per share, and N is each

The number of bonus shares or the number of shares converted into shares, and the adjusted floor price of the issue is P1.

The final issue price will be approved by the Shanghai Stock Exchange in this issuance application

and after the China Securities Regulatory Commission makes a decision to register, in accordance with relevant laws and regulations

The provisions and requirements of regulatory authorities shall be held by the board of directors of the company or persons authorized by the board of directors

Within the scope of the authorization of the Oriental General Assembly, the sole sponsor (lead underwriter) will conclude the inquiry according to the inquiry

If it is determined through negotiation, it shall not be lower than the aforesaid reserve price.

The number of shares to be issued this time is determined by dividing the total amount of funds raised by the issue price

The number of shares issued this time does not exceed the total share capital of the company before this issuance (as of

June 30, 2024), i.e. the number of shares issued in this issue does not exceed

The number of shares to be issued is 21,418,292 shares (inclusive), and the final maximum number of shares to be issued is subject to review by the Shanghai Stock Exchange

The upper limit of the number of issuances approved and registered with the consent of the China Securities Regulatory Commission shall prevail.

To the extent foregoing, the final number of issues shall be determined by the Board of Directors or its authorized persons according to the shareholders

The authorization of the General Assembly, after obtaining the decision of the China Securities Regulatory Commission to register the issuance,

and the sole sponsor (lead underwriter) in accordance with relevant laws, regulations and normative documents

and the issuance of inquiries to negotiate and determine.

If the company's shares are issued between the announcement of the first board resolution of the issuance and the issuance date

Bonus shares, capital reserve conversion to share capital and other ex-rights matters, as well as other matters

If there is a change in the total share capital of the company, the upper limit of the number of shares issued will be adjusted accordingly.

If the total number of shares issued in this issue is due to changes in regulatory policies or according to the issuance of registration documents

If it is required to be adjusted, the total number of shares issued and the total amount of funds raised will be raised at that time

will be adjusted accordingly.

The issuance of this offering is limited to no more than 35 (including 35 people), in accordance with laws and regulations

Specified specific investors. The issuer must be securities that comply with the requirements of the China Securities Regulatory Commission

Investment fund management companies, securities companies, trust companies, finance companies, asset management

Management companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified

Foreign institutional investors and other legal persons and natural persons who meet the requirements of the China Securities Regulatory Commission

or other accredited investors. Securities investment fund management companies, securities companies, and cooperatives

Foreign Institutional Investors and RMB Qualified Foreign Institutional Investors (QFIIs) are managed by 2

If only the above products are subscribed, it will be regarded as an issuance object; The trust company acts as the issuing pair

The issuance object and subscription method can only be subscribed with its own funds.

The final object of issuance shall be authorized by the board of directors of the company or its authorized person in accordance with the general meeting of shareholders.

The issuance was approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission

After the decision to register the sub-offering, it is related to the sponsor (lead underwriter) in accordance with the law

The provisions of laws, regulations and normative documents and the subscription quotation of this issuance shall be complied with

It shall be determined through negotiation according to the principle of price priority and other principles. If national laws, regulations and normative documents

There are new regulations on the objects of this issuance, and the company will adjust them according to the new regulations.

All the issuers of this offering are recognized in RMB cash at the same price

Purchase of the shares in this offering.

After the completion of this issuance, the shares subscribed by the issuer will be six from the date of the end of the issuance

Non-transferable within the month. Laws, regulations, and normative documents have other provisions on the sales restriction period,

In accordance with its provisions.

After the completion of the issuance to the expiration of the restriction period, the issuance object is based on the issuance

Restricted period: The shares obtained are due to the company's distribution of stock dividends, capital reserve conversion to share capital, etc

Shares derived from the form should also be subject to the above share lock-up arrangement. The blackout period expires

After that, the transfer and trading of such shares shall also be subject to the Company Law, the Securities Law, and the above

Shanghai Stock Exchange Science and Technology Innovation Board Listing Rules" and other relevant laws, regulations and norms

Documentation of the provisions.

3. The sponsor representative, project co-organizer and other members of the project team for the securities issuance and listing

(1) The sponsor representative who is specifically responsible for this recommendation

Bian Ren: Obtained the sponsor representative qualification in 2020 and has participated in or served as a sponsor representative in a number of projects

Medicilon Science and Technology Innovation Board IPO Project, Yirui Technology Science and Technology Innovation Board IPO Project, Colorlight Growth Enterprise Market IPO Project,

Yirui Technology's 2022 convertible bond project, etc., and has experience in a number of sponsorship business projects, and strictly abides by the "Sponsorship Measures" and other relevant regulations in the practice of sponsorship business, and has a good practice record.

Chen Jia: Obtained the sponsor representative qualification in 2020 and mainly participated in the IPO project of ZWSOFT

As a core project member, he participated in the IPO project and convertible bond project of Xianglu Tungsten Industry, the IPO project of Shanghai Shengsheng Main Board, etc., and strictly abided by the relevant provisions of the "Sponsorship Measures" and other relevant regulations in the process of sponsoring business, and had a good practice record.

(2) Project co-organizers and other project team members

Project Co-organizer: Wu Yanchao, who obtained the securities practice qualification in 2015 and has participated in the following projects:

Three Squirrels GEM IPO project, Yirui Technology Science and Technology Innovation Board IPO project, United Imaging Medical Science and Technology Innovation Board IPO project

The IPO project of Colorlight GEM, the non-public issuance of shares of Furui Special Equipment GEM, the convertible bond project of Yirui Technology Science and Technology Innovation Board, and the IPO project of Lianya Pharmaceutical Science and Technology Innovation Board, with good practice records.

Other members of the project team: Cao Yu, Wang Wenwen, Yu Xinying, He You, and Qianwen.

4. The relationship between the sponsor and the issuer

(1) As of June 30, 2024, the issuer is held by the institution itself and its subsidiaries

or the shares of its controlling shareholders, actual controllers, or important related parties are as follows:

CICC's proprietary business account holds 3,920 shares of the issuer, CICC's proprietary derivatives business account holds 26,526 shares of the issuer, CICC's asset management business management account holds 9,797 shares of the issuer, CICC's special margin account holds 2,800 shares of the issuer, and CICC's subsidiary

Financial Trading Limited holds 1,841 shares of the issuer, a subsidiary of CICC, CICC Wealth Management Certificate

The margin account of the Securities Company Limited holds 13,695 shares of the Issuer, and CICC and its subsidiaries hold a total of 58,579 shares of the Issuer, accounting for 0.04% of the total share capital of the Issuer.

In addition to the above, CICC or its controlling shareholders, actual controllers and important affiliates do not hold any other shares of the issuer.

(2) As of June 30, 2024, the issuer or its controlling shareholder, actual controller, and important information

The affiliate does not hold shares of the institution or its subsidiaries.

(3) As of June 30, 2024, the sponsor representative of the institution and their spouses, directors, supervisors,

The senior management does not hold shares in the issuer or its controlling shareholders, actual controllers and important related parties, and hold positions in the issuer or its controlling shareholders, actual controllers and important related parties.

(4) The controlling shareholder of CICC is Central Huijin Investment Co., Ltd. (hereinafter referred to as "Central Huijin.").

Jin" or "Superior Shareholder Unit"), as of June 30, 2024, Central Huijin directly held CICC

Approximately 40.11% of the shares, while the subsidiaries of Central Huijin, China Jianyin Investment Co., Ltd., Jiantou Investment Co., Ltd. and China Investment Consulting Co., Ltd., hold a total of about 0.06% of the equity of CICC. Central Huijin is a wholly-owned subsidiary of China Investment Corporation Limited, which is authorized by the State Council to make equity investments in key state-owned financial enterprises, and to exercise the rights and obligations of investors on behalf of the state in accordance with the law to maintain and increase the value of state-owned financial assets. Central Huijin does not carry out any other commercial business activities and does not interfere in the daily life of key state-owned financial enterprises controlled by Central Huijin

Business Activities. As of 30 June 2024, according to the information provided by the issuer and public information information,

There is no mutual shareholding between the superior shareholders of CICC and the issuer or its controlling shareholders, actual controllers and important related parties, and there is no mutual guarantee or financing between the superior shareholders of CICC and the controlling shareholders, actual controllers and important related parties of the issuer.

(5) As of June 30, 2024, there is no other related relationship between the institution and the issuer.

In accordance with relevant laws and regulations and the Articles of Association, the institution performs its sponsorship duties independently and impartially.

5. Commitments of the sponsor institution

(1) The sponsor has conducted due diligence and prudent verification of 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 Shanghai Stock Exchange, fully understood the operating conditions of the issuer and the risks and problems it faces, and performed the corresponding internal audit procedures.

The sponsor agrees to recommend the issuer for the issuance and listing of the securities, and the relevant conclusions are supported by the corresponding sponsor working papers, and accordingly issues this listing sponsor letter.

(2) The sponsor shall voluntarily accept the self-regulatory supervision of the Shanghai Stock Exchange.

6. The decision-making procedures for the issuer to perform on the issuance and listing of securities

After verification, the issuer has fulfilled the decision-making procedures stipulated by the Company Law, the Securities Law and the China Securities Regulatory Commission and the Shanghai Stock Exchange for this securities issuance, as follows:

1. On April 28, 2024, the issuer held the fourth meeting of the third board of directors and deliberated and approved

"Proposal on the Company's Compliance with the Conditions for Issuing A Shares to Specific Targets" and "On the Company's 2024 Annual Direction

Proposal on the plan for the issuance of A shares by specific targets" and "On the company's issuance of A shares to specific targets in 2024

Proposals for dilution of stock spot returns, taking filling measures and commitments of relevant entities".

2. On May 24, 2024, the issuer held the 2023 Annual General Meeting of Shareholders and deliberated and approved the "Guan

Proposal on the Company's Compliance with the Conditions for Issuing A Shares to Specific Targets" and "On the Company's 2024 Annual Issuance to Specifics

Proposal on the Proposal for the Issuance of A Shares by Targets" and "On the Company's Issuance of A Shares to Specific Targets in 2024

Proposals for diluting immediate returns, taking filling measures and commitments by relevant entities" and other related proposals.

3. On August 29, 2024, the issuer held the seventh meeting of the third board of directors and deliberated and approved

"Proposal on Amending the Company's 2024 Plan for Issuing A Shares to Specific Targets" and other related proposals.

4. On January 22, 2025, the issuer held the 12th meeting of the third board of directors for deliberation and approval

The "Proposal on Amending the Company's 2024 Plan for Issuing A Shares to Specific Targets" and other related proposals.

The issuance is subject to the approval of the Shanghai Stock Exchange and the decision of the China Securities Regulatory Commission to register before it can be implemented.

7. The sponsor's arrangements for the issuer's continuous supervision

Matters arrangement

(1) Continuing supervision matters in the remaining time of the year after the completion of the issuance and listing and the next 2 full meetings

Conduct ongoing supervision of issuers during the year.

1. Supervise the issuer to perform the relevant listing company 1. Supervise the issuer to strictly follow the requirements of the Securities Law, the Listing Rules and other relevant laws, the standardized operation of the department, the compliance with commitments and the requirements of the regulations and normative documents, and perform the obligations of the standardized operation of the listed company, the disclosure of information and the disclosure of information;

Disclosure of documents and other documents submitted to the China Securities Regulatory Commission and Securities Exchange after the occurrence of an event that requires information disclosure by the issuer, review other documents submitted by the Information Disclosure Exchange and other documents submitted to the China Securities Regulatory Commission and the Stock Exchange.

1. Supervise the issuer to effectively implement and further improve the existing system to prevent the controlling shareholder, the controlling shareholder, the actual controller, the actual controller and other related parties from illegally occupying the issuer's resources;

2. Establish a regular communication mechanism with the issuer and continue to pay attention to the issuer's above-mentioned systems

Implementation of the resource system and fulfillment of information disclosure obligations.

Supervise the issuer to effectively implement and improve 1. Supervise the issuer to effectively implement and further improve the existing internal control system to prevent directors, supervisors, and their directors, supervisors, and senior management from taking advantage of their positions to damage the interests of the issuer;

2. Establish a regular communication mechanism with the issuer and continue to pay attention to the issuer's above-mentioned system

The implementation of the internal control system for the interests of pedestrians and the fulfillment of information disclosure obligations.

1. Supervise the issuer to effectively implement and further improve the system to ensure the fairness and compliance of related party transactions such as the Articles of Association and the System for Ensuring the Fairness and Compliance of Related Party Transactions, implement the relevant systems, and issue information disclosure systems for related party transactions;

2. Supervise the issuer to inform the sponsor of the material related party transactions in a timely manner, and the issuer shall be informed

Related-party transactions.

Matters arrangement

1. Supervise the issuer to implement the "Measures for the Management of Raised Funds" and other systems that have been formulated.

Ensure the safety and specificity of the funds raised;

2. Continue to pay attention to the special account storage of the issuer's raised funds, the implementation of investment projects and other special account storage and investment project implementation commitments;

3. If the issuer intends to change the commitments such as the funds raised and investment projects, the sponsor will be the sponsor

The issuer is required to notify or consult with the sponsor and supervise the implementation of the relevant decision

Procedures and Disclosure Obligations.

1. Supervise the issuer to implement the formulated "External Guarantee System" and other systems and standardize them

Continue to pay attention to the issuer's provision of external guarantees to others;

2. Continue to pay attention to the issuer's provision of guarantees to others;

3. If the issuer intends to provide a guarantee for others, the sponsor requires the issuer to notify or

Consult with the sponsor and supervise its compliance with relevant decision-making procedures and information disclosure obligations.

(2) The sponsorship agreement has the right to express independent professional opinions on the above-mentioned rights, the agenda or meeting topics of the meeting of the sponsor institution 1, which attends the shareholders' meeting, the board of directors and the board of supervisors of the issuer as non-voting delegates;

2. The issuer has the right to conduct on-site special inspections on a regular basis.

1. The issuer has promised in the sponsorship agreement to fully support, cooperate and supervise its holdings

Shareholders, actual controllers, directors, supervisors, senior management and employees are fully committed

Support and cooperate with the sponsor to do a good job of continuous supervision, and provide performance for the sponsor

(3) Issuers and other intermediaries shall facilitate the work of continuous supervision responsibilities, provide the sponsor in a timely and comprehensive manner with the documents and materials required to cooperate with the sponsor in the performance of the sponsor duties, and ensure and ensure the authenticity of the documents and information provided.

The relevant agreement on responsibilities shall be accurate and complete, and shall not unreasonably obstruct the normal and continuous supervision work of the sponsor institution;

2. The issuer shall engage law firms and other securities service institutions to assist the issuer

Perform their obligations during the period of continuous supervision and should urge such securities service providers to assist

Sponsors do a good job of continuous supervision.

(4) Other arrangements None

8. The contact address, telephone number and other means of communication of the sponsor and the relevant sponsor representatives

Sponsor: China International Capital Corporation Limited

Sponsor representatives: Bian Ren, Chen Jia

Address: 27th and 28th Floors, Tower 2, International Trade Building, No. 1 Jianguomenwai Street, Chaoyang District, Beijing

Zip code: 100004

Phone: (010) 6505 1166

Fax: (010) 6505 1156

9. Other matters that the sponsor institution deems necessary to be explained

There are no other matters that should be explained.

10. The recommended conclusion of the sponsor institution for the listing of securities

The sponsor believes that the issuance of A-shares by Shanghai Yirui Optoelectronics Technology Co., Ltd. to specific targets complies with the relevant requirements of the Company Law, the Securities Law, the Registration Management Measures, the Listing Rules and other laws, regulations and normative documents on the issuance and listing of shares by listed companies on the Science and Technology Innovation Board to specific targets. There are no false records, misleading statements or material omissions in the issuer's application documents for this issuance and listing. The securities issued this time are eligible for listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange. The sponsor agreed to recommend the issuer's securities to be listed on the SSE STAR Market.

It is hereby recommended and approved!

(There is no text on this page, it is the signature page of the "Listing Sponsorship Letter of China International Capital Corporation Limited on the Issuance of A Shares by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Specific Targets in 2024")

Legal representative:

__________________

Chen Liang, year, month, day

Head of Sponsor Business:

__________________

Sun Lei, year, month, day

Kernel Lead:

__________________

Zhang Zhihao, year, month, day

Sponsor Representative:

__________________ __________________

Bian Ren Chen Jia year, month and day

Project Co-Organizers:

__________________

Wu Yanchao year, month and day

Sponsor's official seal

China International Capital Corporation Limited