CITIC Securities Co., Ltd. About Hangzhou Hemai Power Electronics Co., Ltd.

Verification Opinions on the Use of Part of the Over-raised Funds to Repurchase Shares

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" and "sponsor") is the sponsor of the initial public offering and listing of Hangzhou Hemai Power Electronics Co., Ltd. (hereinafter referred to as "the Company" and "Hemai"). According to the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation", "Shanghai Stock Exchange Self-Regulatory Guidelines No. 7-Share Repurchase" and "Listed Company Regulatory Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022), etc. relevant provisions of laws and regulations, we have conducted a prudent verification of the proposed use of part of the over-raised funds to repurchase shares of Homai shares, and issued this verification opinion. The verification is as follows:

Basic situation of 1. raised funds

According to the "Agreement on Consent to Hangzhou Wo" issued by the China Securities Regulatory Commission on November 9, 2021.

Approval of the Registration of the Initial Public Offering of Shares of Mai Power Electronics Co., Ltd. (Securities Regulatory License [2021] No. 3569), the company was approved to publicly issue 10 million shares to the public at an issue price of RMB 557.80 per share, with a total raised capital of RMB 5,578 million. After deducting the issuance expenses, the actual net raised funds were 5,406.3839 million yuan, and all the above raised funds have been in place. Tianjian Certified Public Accountants (Special General Partnership) has examined the availability of the proceeds from the Company's public offering of new shares and issued the "Capital Inspection Report" (Tianjian Inspection [2021] No. 742).

The company has carried out special account storage and management of the raised funds in accordance with relevant regulations, and signed a tripartite supervision agreement with the sponsor institution and the special account supervision bank for the raised funds.

According to the Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Board of Hangzhou Helai Power Electronics Co., Ltd., the proceeds from the Company's initial public offering of RMB ordinary shares (A shares) will be used for the following items after deducting the issuance expenses:

Unit: RMB ten thousand yuan

No. Project name Total investment Amount of funds to be raised

1 Homai Intelligent Manufacturing Base Construction Project 25,756.22 25,756.22

2 Energy Storage Inverter Industrialization Project 8,877.10 8,877.10

No. Project name Total investment Amount of funds to be raised

3 Intelligent complete electrical equipment upgrade construction project 7,159.07 7,159.07

4 Supplementary working capital 14,000.00 14,000.00

Total 55,792.39 55,792.39

2. the specific circumstances of this use of part of the over-raised funds to buy back the company's shares.

The purpose and purpose of the (I) company's share repurchase.

Based on the confidence in the company's future development and the recognition of the company's long-term value, in order to improve the company's long-term incentive mechanism, improve the cohesion of the company's employees, and at the same time, in order to protect the interests of investors, enhance investors' investment confidence in the company, and promote the company's long-term health Development, the company plans to use over-raised funds to repurchase company shares through centralized bidding transactions. The repurchased shares will be used for employee stock ownership plans or equity incentives at an appropriate time in the future, and will be transferred within three years after the release of the implementation results of share repurchase and the announcement of share changes. If the company fails to complete the transfer of the repurchased shares within three years after the implementation results of the share repurchase and the announcement of share changes, the procedure of reducing the registered capital will be performed in accordance with the law, and the untransferred shares will be canceled.

Types of shares to be repurchased by the (II)

RMB ordinary shares (A shares) issued by the Company.

(III) manner of shares to be repurchased

Centralized bidding trading method.

(IV) repurchase period

Within 12 months from the date of consideration and approval of the repurchase plan by the Board of Directors of the Company. During the implementation of the repurchase, if the Company's shares are suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase plan will be postponed and disclosed in a timely manner after the resumption of trading of the shares.

The repurchase period expires early if the following conditions are met:

1. If the amount of repurchase funds used reaches the maximum limit during the repurchase period, the implementation of the repurchase program is completed and the repurchase period expires early from that date.

2. If the Board of Directors of the Company resolves to terminate this repurchase program, the repurchase period shall expire early from the date of the Board of Directors's resolution to terminate this repurchase program.

3. The Company shall not repurchase shares during the following periods:

(1) Within 10 trading days prior to the announcement of the company's periodic report, performance forecast or performance bulletin, if the announcement date is postponed due to special reasons, it shall be counted from the 10 trading days prior to the original appointment announcement to the day before the announcement;

(2) From the date of occurrence of material events that may have a material impact on the trading price of the company's shares or in the course of decision-making, to the date of disclosure in accordance with the law;

(3) Other circumstances prescribed by the CSRC and the Shanghai Stock Exchange.

The purpose, number of shares to be repurchased by the (V), the proportion of the company's total share capital, and the total amount of funds.

Total repurchase funds: not less than RMB 100 million yuan (inclusive) and not more than RMB 200 million yuan

(inclusive).

Number of shares to be repurchased: According to the maximum repurchase amount of RMB 200 million and the maximum repurchase price of RMB 1,200.00 per share, the number of shares to be repurchased is about 166700, and the proportion of shares to be repurchased accounts for about the total share capital of the company.

of 0.30; according to the lower limit of the repurchase amount of RMB 100 million and the upper limit of the repurchase price of RMB 1,200.00

The number of shares repurchased is approximately 83300, with the proportion of shares repurchased accounting for approximately 0.15 per cent of the Company's total share capital. The specific number of shares to be repurchased is based on the number of shares actually repurchased at the end of the repurchase period.

The total amount of funds to be repurchased is based on the maximum repurchase price as a percentage of the company's total share capital.

Repurchase purpose ($million) Measured repurchase quantity ratio (%) Repurchase implementation period

(Ten thousand shares)

Used for employee approval from the Board of Directors.

Share Plan or Share 10,000-20,000 8.33-16.67 0.15-Date of 0.30 of Repurchase Program

Incentive within 12 months

(VI) the price of this repurchase

The price of this repurchase shall not exceed RMB 1,200.00 per share (inclusive), which shall not be higher than 150 of the average trading price of the Company's shares in the 30 trading days prior to the adoption of the repurchase resolution by the Board of Directors of the Company.

If the Company implements ex-rights and ex-dividend events such as capitalization of capital reserve, cash dividends, distribution of stock dividends, share allotment, stock split or share reduction during the repurchase period, the Company will adjust the repurchase price ceiling accordingly in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Total amount and source of funds (VII) for this repurchase

The total amount of funds for this repurchase is not less than RMB 100 million (inclusive) and not more than RMB 20,000.

Ten thousand yuan (inclusive), the source of funds for the company's initial over-raised funds.

Changes in the Company's shareholding structure after the (VIII)'s expected repurchase

According to the lower limit of the repurchase amount of RMB 100 million (inclusive) and the upper limit of RMB 200 million

(inclusive), the repurchase price cap of $1,200.00 per share is measured, assuming that all of the repurchased shares are used to implement employee stock ownership plans or equity incentives and are all locked in, the expected changes in the Company's shareholding structure are as follows:

Before the repurchase according to the upper limit of the repurchase amount and after the repurchase according to the lower limit of the repurchase amount

Share Class Number of shares as a percentage of total shares Number of shares as a percentage of total share capital Number of shares as a percentage of total shares

(Share) Capital Ratio (Share) Ratio (Share) Capital Ratio

(%) (%) (%)

Restricted 28,079,970 50.14 28,246,637 50.44 28,163,303 50.29

outstanding shares

Unlimited 27,920,030 49.86 27,753,363 49.56 27,836,697 49.71

outstanding shares

Total equity 56,000,000 100.00 56,000,000 100.00 56,000,000 100.00

Note: 1. The above share capital structure does not take into account the release of restricted shares during the transfer and repurchase period;

2. The above calculation data are for reference only, and the specific number of shares to be repurchased and the actual changes in the company's shareholding structure shall prevail in the future.

Analysis (IX) the possible impact of this share repurchase on the company's daily operations, finances, research and development, profitability, debt performance ability, future development and maintenance of listed status.

1, according to this repurchase program, repurchase funds will be paid during the repurchase period, with a certain degree of flexibility.

As of December 31, 2022 (unaudited), the Company's total assets were $7,317.9435 million, attributable

The net assets of shareholders of listed companies are 6,408.029 million yuan. According to the upper limit of the repurchase funds of 200 million yuan, accounting for 2.73 and 3.12 of the above indicators, respectively. According to this repurchase plan, the source of repurchase funds is over-raised funds. The company believes that the repurchase of shares at the upper limit of RMB 200 million will not have a significant impact on the company's operations, finances and future development, and the company has the ability to pay the repurchase price.

2, the implementation of the share repurchase on the company's solvency and other financial indicators have little impact, as of December 2022.

On December 31 (unaudited), the company's asset-liability ratio was 12.43.%, the parent company's monetary funds are $4,890.8481 million. The source of funds for the repurchase of shares is the Company's initial over-raised funds, which will not have a significant impact on the Company's solvency. The repurchase of shares will be used for the company to implement employee stock ownership plans or equity incentives, which will help enhance team cohesion and core competitiveness of the company, and will further improve the company's profitability and other operating performance, which is conducive to the company's long-term, healthy and sustainable development. The share buyback will not impair the company's ability to meet its obligations and its holdings.

Continued operating capacity.

3. After the completion of the implementation of the share repurchase, it will not lead to a change in the control of the Company, and the distribution of shares of the Company after the repurchase will be in line with the conditions of a listed company and will not affect the listing status of the Company.

Opinions of (X) Independent Directors on the Compliance, Necessity, Reasonableness and Feasibility of the Share Repurchase Program

1. The company's share repurchase complies with the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), "the People's Republic of China Securities Law", "Opinions on Supporting Listed Companies to Repurchase Shares", and "Shanghai Stock Exchange Listed Companies Self-Regulatory Guidelines No. 7-Share Repurchase" and other relevant provisions of laws, regulations, and regulatory documents, the voting procedure of the board meeting complies with relevant laws, regulations and the relevant provisions of the "Articles of Association of Hangzhou Helai Power Electronics Co., Ltd." (hereinafter referred to as the "Articles of Association").

2. The source of funds to be used for this repurchase is the first over-raised funds, and the total amount of repurchase funds shall not be less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive). This repurchase will not have a significant impact on the company's operation, finance and future development. The distribution of the company's shares after the repurchase is in line with the conditions of a listed company and will not affect the company's listing status, and the share repurchase plan is feasible.

3. The implementation of the company's share repurchase is conducive to safeguarding the interests of the company and shareholders, establishing and improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees, and promoting the healthy and sustainable development of the company. The company's share repurchase is necessary.

4. The repurchase is implemented by means of centralized bidding, and there is no harm to the interests of the Company and all shareholders, especially the small and medium shareholders.

In summary, we believe that the company's share repurchase is legal and compliant, and the repurchase plan is feasible and necessary, which is in the interests of the company and all shareholders.

(11) Whether the company's directors, supervisors, controlling shareholders, and actual controllers bought or sold the company's shares within 6 months before the board of directors made the resolution to repurchase shares, whether there was a conflict of interest with the repurchase plan, whether there was insider trading and market manipulation, and whether there was a plan to increase or decrease holdings during the repurchase period.

The company's directors, supervisors, controlling shareholders, and actual controllers did not buy or sell the company's shares within 6 months before the board of directors made the resolution to repurchase shares; there is no conflict of interest with this repurchase plan, and there is no insider trading.

Easy and market manipulation; there is no plan to increase or decrease holdings during the repurchase period.

(xii) Listed companies to directors, supervisors, controlling shareholders, de facto controllers, shareholders holding more than 5% of the shares

Ask whether there are any specific circumstances of the reduction plan in the next 3 months, the next 6 months, etc.

As confirmed by the company's letter, as of the date of the board of directors through the resolution of this repurchase program, the company's directors, supervisors, high, control

Shareholders, actual controllers, shareholders holding more than 5% of the shares will not exist for the next 3 months and the next 6 months.

A plan to reduce the company's shares.

If the relevant personnel in the future to implement the share reduction plan, the company will be in accordance with the relevant provisions of the timely performance of information disclosure obligations.

(13) The relevant arrangements for the cancellation or transfer of shares after the repurchase of shares in accordance with the law.

The shares repurchased will be fully used for employee stock ownership plans or equity incentives at an appropriate time in the future. The company will transfer shares in accordance with the relevant laws and regulations. If the Company fails to complete the transfer within three years after the date of the implementation result of the share repurchase and the announcement of the share change, the procedure of reducing the registered capital will be carried out in accordance with the law, the untransferred shares will be canceled and the registered capital of the Company will be reduced accordingly. The shares repurchased shall be transferred or canceled within three years after the announcement of the implementation results of the share repurchase and the announcement of the share change, and the Company will perform its information disclosure obligations in a timely manner according to the specific implementation.

(xiv) Arrangements related to the company's prevention of infringement of the interests of creditors

The share repurchase will not affect the normal continuing operation of the Company and will not result in the Company becoming insolvent. In the event of share cancellation, the company will perform legal procedures such as notifying creditors in accordance with the "Company Law" and other relevant regulations to fully protect the legitimate rights and interests of creditors.

(xv) Specific authorization arrangements for the handling of the share repurchase

In order to smoothly, efficiently and orderly complete the relevant work of the company's share repurchase, the board of directors of the company authorizes the management of the company to handle the relevant matters of the share repurchase, and the authorized content and scope include but are not limited:

1. Establishment of a special securities account for repurchase and other related matters;

2. opportunistic repurchase of shares during the repurchase period, including the specific timing, price and quantity of shares to be repurchased;

3. within the scope permitted by laws, regulations and normative documents, formulate and adjust the specific implementation plan of this repurchase according to the specific conditions of the company and the market during the repurchase period, including but not limited to the repurchase timing, repurchase price, repurchase quantity and other matters related to this repurchase;

4. Handle relevant approval matters, including but not limited to making, modifying, authorizing, signing and executing all necessary documents, contracts and agreements related to this share repurchase; According to the actual repurchase situation, amend the articles of association and other materials and documents that may involve changes; Handle the amendment of the articles of association and the registration of industrial and commercial changes;

5. If the regulatory authorities change their policies on share repurchase or market conditions change, except for matters involving relevant laws, regulations and the Articles of Association that must be re-voted by the Board of Directors, the management of the Company is authorized to make corresponding adjustments to the specific plans for the share repurchase and other related matters;

6. In accordance with applicable laws, regulations and relevant provisions of regulatory authorities, handle other matters not listed above but necessary for this share repurchase.

The above authorization is valid from the date of consideration and approval of the repurchase program by the Board of Directors to the date of completion of the above authorization.

Risk of uncertainty in 3. repurchase programs

(I), there is a risk that the price of the Company's shares will continue to exceed the repurchase price limit during the repurchase period, resulting in the repurchase program not being successfully implemented.

If a major event that has a significant impact on the company's stock trading price occurs in the (II), or the company's production and operation, financial situation, and external objective conditions undergo major changes, or other events that cause the company's board of directors to decide to terminate the repurchase plan occur, there is a repurchase The plan cannot be implemented smoothly or the repurchase plan is changed or terminated in accordance with relevant regulations.

The repurchased shares of the (III) Company will be fully used for employee shareholding plans or equity incentives at an appropriate time in the future. If the company fails to implement the above-mentioned purposes within the time limit prescribed by laws and regulations, there is a risk that the cancellation procedure of the untransferred portion of the shares will be initiated.

(IV), in the event of the issuance of new repurchase-related regulatory documents by the regulatory authorities, there is a risk that the corresponding provisions of the repurchase will need to be adjusted in accordance with the new regulatory regulations during the implementation of this repurchase.

Procedures to be performed 4. the use of part of the over-raised funds to repurchase shares

(I) the 27th meeting of the first board of directors of the company held on March 17, 2023

The Bill on the Plan for the Repurchase of the Company's Shares by means of a Centralized Auction Transaction was adopted. All the directors of the company attended the meeting and passed the motion with 9 votes in favor, 0 votes against and 0 abstentions. The independent directors expressed their independent opinions on the motion.

According to Article 23 of the Articles of Association of Hangzhou Helai Power Electronics Co., Ltd., the (II) does not need to submit the share repurchase plan to the general meeting of shareholders of the company for consideration.

The deliberation time and procedures of the board of directors are in line with the relevant provisions of the Shanghai Stock Exchange's self regulatory guidelines No. 7-share repurchase.

Verification opinions of 5. sponsor institutions

After verification, the sponsor believes that the use of part of the over-raised funds to repurchase shares this time will not affect the normal progress of the raised funds investment project, and there is no situation that changes the investment direction of the raised funds and harms the interests of shareholders, and it has been the first board of directors. After deliberation and approval at the twenty-seventh meeting, the independent directors issued clear consent opinions and fulfilled the necessary decision-making procedures. This share repurchase plan does not need to be submitted to the company's general meeting for deliberation, comply with the requirements of relevant laws, regulations and normative documents. The company's use of over-raised funds to repurchase shares is conducive to improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees, improving the cohesion of the company's employees, and promoting the company's long-term, stable and sustainable development, which is in the interests of the company and all shareholders.

In summary, the sponsor has no objection to the company's use of part of the over-raised funds to repurchase shares.

(No text below)

(There is no text on this page, which is the signature page of "Verification Opinions of CITIC Securities Co., Ltd. on Hangzhou Hemai Power Electronics Co., Ltd. using part of the over-raised funds to repurchase shares")

Sponsor representative:

Jin Bo Dong Chao

CITIC Securities Co., Ltd.

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