Suzhou Harmontronics Automation Technology Co.Ltd(688022) : Guotai Junan Securities Co.Ltd(601211) Proposal for the issuance of A shares to specific targets in Suzhou Harmontronics Automation Technology Co.Ltd(688022) 2022

Guotai Junan Securities Co.Ltd(601211)

About

Suzhou Harmontronics Automation Technology Co.Ltd(688022) Issuance of A shares to specific targets in 2022

of

Issue Sponsor Letter

Sponsor (lead underwriter)

No. 618, Shangcheng Road, China (Shanghai) Pilot Free Trade Zone

September 22, 2012

Guotai Junan Securities Co.Ltd(601211)

About Suzhou Harmontronics Automation Technology Co.Ltd(688022)

Issuance of A shares to specific targets in 2022

Shanghai Stock Exchange.

Suzhou Harmontronics Automation Technology Co.Ltd(688022) (hereinafter referred to as ” Suzhou Harmontronics Automation Technology Co.Ltd(688022) “, “Issuer” or “Company”) intends to apply for the issuance of not more than 27, (hereinafter referred to as “the securities issue”, “the issue” or “the issue of A shares to specific targets”), Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “the issue”, “the issue” or “the issue of A shares to specific targets”). (hereinafter referred to as “the Sponsor” or “the Sponsor”), Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) is appointed by Suzhou Harmontronics Automation Technology Co.Ltd(688022) to act as the sponsor of this issue of A shares (hereinafter referred to as “the Sponsor” or “the Sponsor”). “Sponsor”).

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 Measures for the Administration of the Sponsorship Business of Securities Issuance and Listing (hereinafter referred to as the (hereinafter referred to as the “Sponsorship Measures”) “Measures for the Administration of Registration of Securities Issuance by Companies Listed on the Keitong Board (for Trial Implementation)” (hereinafter referred to as the “Registration Measures”) “Guidelines on the Content and Format of Information Disclosure by Companies Issuing Securities No. 27 – (hereinafter referred to as the “Registration Measures”), the “Guidelines on the Content and Format of Information Disclosure by Companies Issuing Securities No. 27 – Issuance Sponsor Letter and Issuance Sponsor Report”, the “Guidelines on Due Diligence Work of Sponsors” and other laws and regulations of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shanghai Stock Exchange (hereinafter referred to as the “SSE”). (hereinafter referred to as “SSE”), Guotai Junan Securities Co.Ltd(601211) and its sponsor representative are honest, trustworthy and diligent, and issue this issue sponsor letter in strict accordance with the business rules, industry practice norms and code of ethics established by law, and guarantee the truthfulness, accuracy and completeness of this issue sponsor letter. (Unless otherwise specified, the terms used in this Offering Sponsor Letter have the same meaning as in the Prospectus for the Offering of A Shares to Specified Objects for the Year 2022 of Suzhou Harmontronics Automation Technology Co.Ltd(688022) .)

Table of Contents

Table of Contents …… 2 Section I. Basic information of the securities offering …… 3 I. Name of the sponsor …… 3 II. Information on the sponsor representative appointed by the sponsor …… 3 III. Information on the project co-sponsor and other members of the project team …… 3 IV. Basic information of the issuer …… 4 V. Verification of the relationship between the sponsor and the issuer …… 18 VI. Internal audit procedures and kernel opinions of the sponsor …… 18 Section II. Commitments of the Sponsor …… 22 I. General Commitments of the Sponsor for the Issue …… 22 II. Item-by-item commitments of the sponsor for the issue sponsorship …… 22 Section III. Recommendation of the sponsor organization on the listing of this securities issue …… 23 I. The decision-making procedure of this issue is legal …… 23 II. The issue complies with the conditions of issue as stipulated in the Company Law …… 24 III. The issue complies with the issue conditions stipulated in the Securities Law …… 25 IV. The securities issue complies with the issue conditions stipulated in the Registration Measures …… 25 V. The securities issue complies with the conditions of the issue as stipulated in the Issue Supervision Q&A – Supervisory Requirements for Guiding the Regulation of Financing Practices of Listed Companies (Revised Edition) …… 30 VI. Verification opinion on matters related to the implementation of the “Guidance on matters related to dilution of immediate return for initial issue and refinancing, major asset reorganization” by the issuer …… 31 VII. Verification opinion on the engagement of third parties for a fee …… 32 VIII. Risks associated with the issue …… 33 IX. Evaluation of the development prospect of the issuer …… 41 X. Sponsor’s conclusion on the sponsorship of the securities issue and listing …… 46

Section I. Basic information of the securities issue

I. Name of the sponsor

Guotai Junan Securities Co.Ltd(601211) II. Sponsor’s designated sponsor representative

Guotai Junan Securities Co.Ltd(601211) designated Yang Ke-Yi and Yuan Ye-Chen as the sponsor representatives of the issue to specific targets.

The main practice of the sponsor representatives for this issue is as follows.

Ms. Yang Keyi: sponsor representative, CPA, started to engage in investment banking business in 2014. She has participated in Zhejiang Garden Bio-Chemical High-Tech Co.Ltd(300401) ( Zhejiang Garden Bio-Chemical High-Tech Co.Ltd(300401) ) IPO, Wuxi Zhenhua Auto Parts Co.Ltd(605319) ( Wuxi Zhenhua Auto Parts Co.Ltd(605319) ) IPO, Bengang Steel Plates Co.Ltd(000761) ( Bengang Steel Plates Co.Ltd(000761) ) convertible bonds, Sichuan Chengfei Integration Technology Corp.Ltd(002190) (00219) non-public offering, Baosheng Science And Technology Innovation Co.Ltd(600973) ( Baosheng Science And Technology Innovation Co.Ltd(600973) ) non-public offering, Shenyang Jinbei Automotive Company Limited(600609) ( Shenyang Jinbei Automotive Company Limited(600609) ) non-public offering and other projects. Projects. Ms. Yang Ke-Yi strictly complies with the relevant regulations of the “Measures for the Administration of Securities Issuance and Listing Sponsorship Business” and other relevant regulations in the course of her sponsorship business practice, and has a good practice record.

Mr. Yuan Yechen: Sponsor representative, certified public accountant, started to engage in investment banking business in 2015. He has participated in Saic Motor Corporation Limited(600104) ( Saic Motor Corporation Limited(600104) ) private offering, Comefly Outdoor Co.Ltd(603908) ( Comefly Outdoor Co.Ltd(603908) ) IPO, Sichuan Chengfei Integration Technology Corp.Ltd(002190) ( Sichuan Chengfei Integration Technology Corp.Ltd(002190) ) private offering, Baosheng Science And Technology Innovation Co.Ltd(600973) ( Baosheng Science And Technology Innovation Co.Ltd(600973) ) private offering, Wuxi Zhenhua Auto Parts Co.Ltd(605319) ( Wuxi Zhenhua Auto Parts Co.Ltd(605319) ) IPO and other projects. Mr. Yuan Yechen strictly complies with the relevant regulations of the “Measures for the Administration of Securities Issuance and Listing Sponsorship Business” and other relevant regulations in the course of his sponsorship business practice, and has a good practice record. Project co-sponsor and other members of the project team

Project co-organizer: Mr. Li Ruifeng, who has participated in Wuxi Zhenhua Auto Parts Co.Ltd(605319) ( Wuxi Zhenhua Auto Parts Co.Ltd(605319) ) IPO, Hunan Baili Engineering Sci & Tech Co.Ltd(603959) ( Hunan Baili Engineering Sci & Tech Co.Ltd(603959) ) IPO, Hubei Guochuang Hi-Tech Material Co.Ltd(002377) ( Hubei Guochuang Hi-Tech Material Co.Ltd(002377) ) major asset restructuring, Shanghai Shibei Hi-Tech Co.Ltd(600604) ( Shanghai Shibei Hi-Tech Co.Ltd(600604) ) public issuance of corporate bonds and other projects. Mr. Li Ruifeng strictly complies with the relevant regulations of the Measures for the Administration of Securities Issuance and Listing Sponsorship Business and has a good practice record in the course of his sponsorship practice.

Other members of the project team: Mr. Ren Guodong, Mr. Chen Libin and Mr. Liu Gang.

IV. Basic information of the issuer (I) Overview of the issuer

Company name Suzhou Harmontronics Automation Technology Co.Ltd(688022)

English name Suzhou HarmontronicsAutomation Technology Co., Ltd.

Registered capital RMB 108286,500

Stock code Suzhou Harmontronics Automation Technology Co.Ltd(688022) .SH

Stock short name Suzhou Harmontronics Automation Technology Co.Ltd(688022)

Place of stock listing Shanghai Stock Exchange

Legal representative Cai Changwei

Date of establishment of limited company November 16, 2012

Date of establishment of joint stock company December 27, 2017

Design, research and development, assembly and production: intelligent automation equipment; design, research and development, sales: automation equipment parts, components, modules, instruments, software, hardware; business management consulting; engage in the export business of the Company’s own products and import business of the required raw materials and equipment. (Projects subject to approval according to law, the relevant departments approval before operating activities)

Zip code 215126

Tel: 05126281900160163

Fax 051265951931

Company website http://www.harmontronics.com.

E-mail address [email protected]

(II) Type of this securities offering

Issuance of RMB ordinary shares (A shares) by a listed company on the Science and Technology Board to specific targets. (III) Latest shareholding structure and top ten shareholders of the Issuer

1. Shareholding structure

As of June 30, 2022, the share capital structure of the Company was as follows.

Shareholding structure Number (shares) Ratio (%)

I. Shares subject to limited sale 49,061781 45.31

1. Shares held by the state – –

2、Shares held by state-owned legal person – –

3、Other domestic shares 49,061781 45.31

Of which: Shares held by domestic non-state-owned legal persons 48,472344 44.76

Shares held by domestic natural persons 589437 0.54

Shareholding structure Number (shares) Ratio (%)

4、Foreign ownership – –

Of which: shares held by foreign legal persons – –

Shares held by foreign natural persons – –

Shares with unlimited sales conditions 59,224719 54.69

1. RMB ordinary shares 59,224719 54.69

2. Domestically listed foreign shares – –

3. Overseas-listed foreign shares – –

4、Other – –

Total number of shares 108286,500100.00

Note: The above shareholding ratio is based on the registration of the Company’s shares with China Securities Depository and Clearing Corporation as of June 30, 2022.

2. Top ten shareholders

As of June 30, 2022, the shareholdings of the top ten shareholders of the Company were as follows.

Name of shareholders with limited sales Nature of shareholders Number of shares held (shares) Proportion of shares held (%) Number of shares with limited sales (shares)

Hanchuan Investment Domestic non-state law 36,488556 33.70 36,488556 persons

Suzhou Hanchuan Dehe Investment Management Domestic non-state law 8,852166 8.17 8,852166 Partnership (limited partnership)

Suzhou Hanzhi Yuanhe Investment Management Domestic non-state law 3,131622 2.89 3,131622 Partnership (limited partnership)

Tianjin Huacheng Zhixun Venture Capital Management Partnership (limited partnership)

(Partnership) – Tianjin Huacheng Zhixun Venture Capital Partnership (Limited Partnership) 2,083906 1.92 – Tianjin Huacheng Zhixun Venture Capital Partnership (Limited Partnership)

(limited partnership)

Jiang Xinyi Domestic natural person 1,874491 1.73

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