CITIC Securities Co., Ltd

About Yantai Ruichuang Micro-Nano Technology Co., Ltd

Verification opinion of not redeeming "Ruichuang Convertible Bonds" in advance

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities", "the sponsor"), as the sponsor of Yantai Ruichuang Micro-Nano Technology Co., Ltd. (hereinafter referred to as "Ruichuang Micro-Nano" or the "Company") in the issuance of convertible corporate bonds to unspecified targets and listing on the Science and Technology Innovation Board, in accordance with the Administrative Measures for Convertible Corporate Bonds, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 12 - Convertible Corporate Bonds" and other relevant regulations, the company's non-early redemption of "Ruichuang convertible bonds" has been verified, the details are as follows:

1. Overview of the issuance and listing of convertible bonds

According to the Reply on Agreeing to the Registration of Yantai Ruichuang Micro-Nano Technology Co., Ltd. to Issue Convertible Corporate Bonds to Unspecified Targets (Zheng Jian Xu Xu [2022] No. 2749) issued by the China Securities Regulatory Commission, the Company issued 15,646,900 convertible bonds to unspecified objects, each with a face value of RMB 100, which was issued at par value. The total amount of funds raised by the issuance of convertible corporate bonds was 156,469.00 million yuan (including issuance expenses), and the actual net amount of funds raised was 155,479.06 million yuan. All the above-mentioned raised funds have been put in place, and ShineWing Certified Public Accountants (Special General Partnership) has verified the receipt of the raised funds in this issuance, and issued the "Capital Verification Report of Yantai Ruichuang Micro-Nano Technology Co., Ltd." (XYZH/2023BJAA1B0001).

Approved by the Shanghai Stock Exchange's "Self-Regulatory Decision [2023] No. 19", the company 156,469.00

The 10,000 yuan convertible corporate bond will be listed and traded on the Shanghai Stock Exchange from February 10, 2023

It is called "Ruichuang Convertible Bond", and the bond code is "118030".

According to the relevant provisions and the company's "Prospectus for Issuing Convertible Corporate Bonds to Unspecified Objects".

It is determined that the "Ruichuang Convertible Bonds" issued by the company this time can be converted into shares of the company from July 6, 2023.

The initial conversion price of "Ruichuang Convertible Bonds" is 40.09 yuan per share. Whereas, the Company has completed the 2020 restrictive

Share registrars who are granted part of the first vesting period for the first time and reserved for the first vesting period of the share incentive plan

As a result, the company granted a total of 1,276,250 shares to 131 incentive recipients, changing the total share capital of the company from 446,023,750

447,300,000 shares; Whereas, the record date for the Company's 2022 Annual Profit Distribution Plan is determined to be 2023

On June 27, the profit distribution was based on the total share capital of the company before the implementation of the plan of 447,300,000 shares

The cash dividend of 0.11 yuan (tax included) was distributed on shares, and the conversion price of Ruichuang convertible bonds was adjusted from 40.09 yuan per share to 39.92

RMB/share; Whereas, the Company completed its 2020 restricted stock incentive plan on May 13, 2024

Registration procedures for the vesting of the third vesting period of the first grant part and the second vesting period of the reserved grant part, the total share capital of the company

447,304,079 shares increased to 448,438,515 shares, and the conversion price of Ruichuang convertible bonds was adjusted from 39.92 yuan per share

is 39.87 yuan / share; Whereas, the record date for the Company's 2023 Annual Equity Distribution Plan is July 3, 2024

On the day, the company's total share capital was 448,438,515 shares, deducting 5,897,900 shares in the company's repurchase special securities account, and the actual number of shares participating in the distribution was 442,540,615 shares

The cash dividend of the stock ≈ 0.1184 yuan per share, and the conversion price of the convertible bonds was adjusted from 39.87 yuan per share to 39.75 yuan

/Share; In view of the company's 2024 semi-annual profit distribution plan, based on the total share capital registered on the record date of the implementation of the 2024 semi-annual equity distribution (deducting the shares in the company's special securities account for repurchase), a cash dividend of RMB 0.55 (tax included) will be distributed for every 10 shares, and the conversion price of the convertible bonds will be adjusted from RMB 39.75 per share

39.70 yuan/share; Whereas, the Company completed the 2022 restricted stock on December 20, 2024

The first vesting registration procedures for the first vesting period of the incentive plan were granted, and the total share capital of the company was 450,833,346

The number of shares increased to 454,922,651 shares, and the conversion price of the convertible bonds was adjusted from 39.70 yuan per share to 39.52 yuan per share.

Share.

2. Conditional redemption clauses and triggers for convertible bonds

(1) Redemption Terms

According to the company's "Prospectus for the Issuance of Convertible Corporate Bonds to Unspecified Objects", during the conversion period of convertible corporate bonds issued this time, if the closing price of the company's A shares for at least 15 of the 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the outstanding balance of the convertible corporate bonds issued this time is less than RMB 30 million, The company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest for the current period.

(2) Triggering of the redemption clause

The company's shares will meet the requirements of thirty consecutive shares from February 7, 2025 to February 27, 2025

The closing price of 15 trading days is not less than 130% (including 130%) of the current conversion price of 39.52 yuan/share, that is, 51.38 yuan/share, which has triggered the conditional redemption clause of "Ruichuang Convertible Bonds".

3. The reasons for the non-early redemption of the company's convertible bonds and the review procedures

The company held the 23rd meeting of the third board of directors on February 27, 2025, which was deliberated and approved

In the "Proposal on Not Redeeming the "Ruichuang Convertible Bonds" in advance, the company decided not to exercise the early redemption of the "Ruichuang Convertible Bonds" in combination with the current secondary market situation and the actual production and operation of the company, in order to protect the interests of the majority of investors

and for the next six months (i.e., February 28, 2025 to August 27, 2025), if "Rui

The redemption clause was triggered again, and the company did not exercise the right of early redemption.

4. The actual controller, controlling shareholder, shareholders holding more than 5% of the shares, directors, supervisors, and senior management of the company have traded "Ruichuang Convertible Bonds" within six months before the redemption conditions are met

Within six months before the early redemption conditions of the "Ruichuang Convertible Bonds" are met (i.e., August 28, 2024

until February 27, 2025), the actual controller, controlling shareholder, shareholder holding more than 5% of the company's shares, and directors

Supervisors, supervisors, and senior management personnel do not have the situation of trading "Ruichuang convertible bonds".

5. Risk Warning

August 28, 2025 (postponed if it is a non-trading day) as the first trading day will be recalculated, if any

The redemption clause will be triggered, and the board of directors of the company will reconvene to decide whether to exercise the early redemption right of "Ruichuang Convertible Bonds". Investors are advised to learn more about the redemption terms of convertible bonds and their potential impacts, and pay attention to the company's follow-up announcements and investment risks in a timely manner.

6. Sponsor's verification opinion

After verification, the sponsor believes that the company has reviewed and fulfilled the necessary decision-making procedures for the early redemption of the "Ruichuang Convertible Bonds", which is in line with the requirements of relevant laws and regulations such as the Measures for the Administration of Convertible Corporate Bonds, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 12 - Convertible Corporate Bonds, and the provisions of the Company's Prospectus for the Issuance of Convertible Corporate Bonds to Unspecified Objects.

To sum up, the sponsor has no objection to the non-early redemption of the "Ruichuang Convertible Bonds" by Ruichuang Micro-Nano this time.

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(There is no text on this page, and it is the signing page of the "Verification Opinion of CITIC Securities Co., Ltd. on Yantai Ruichuang Micro-Nano Technology Co., Ltd. Not Redeeming the "Ruichuang Convertible Bonds" in Advance")

Sponsor Representative:

Liu Ruichen An Nan

CITIC Securities Co., Ltd

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