Guotai Junan Securities Co., Ltd.
Audit Opinion on Beijing Foton Technology Co., Ltd.'s Use of Partially Idle Raised Funds for Cash Management
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Sponsor Institution" or "Guotai Junan"), as the sponsor institution continuously supervising Beijing Foton Technology Co., Ltd. (hereinafter referred to as "Foton Technology" or "the Company"), in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Supervision Rules for Listed Company Raised Funds," "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 1 - Normative Operation of Main Board Listed Companies," and other relevant regulations, has prudently audited the matter of Foton Technology's proposed use of partially idle raised funds for cash management and hereby issues the audit opinion as follows:
I. Situation of Raised Funds from Foton Technology's Non-public Offering in 2020
- Basic Information on Raised Funds
After receiving the "Approval on Foton Technology Co., Ltd.'s Non-public Offering of Shares" (Zhengjian Permit [2020] No. 1338) from the China Securities Regulatory Commission, the Company issued a total of 90,562,440 ordinary shares of RMB 1.00 par value to specific investors through a non-public offering. The offering price per share was RMB 20.98. The total amount of raised funds was RMB 1,899,999,991.20. After deducting various issuance expenses (excluding tax), the net amount of raised funds was RMB 1,876,320,745.92. The raised funds from this offering were all received on July 31, 2020, and were audited by an audit report (Zhitong Yan Zi [2020] No. 110ZC00273) issued by ZhiTong Certified Public Accountants (Special General Partnership) on August 3, 2020.
- Use of Raised Funds for Company's Investment Projects
(1) Company's Plan for Using Raised Funds
According to the "Foton Technology Co., Ltd. Non-public Offering of Shares Plan" disclosed by the Company, the total amount of raised funds from this non-public offering shall not exceed RMB 1,900,000,000 (including issuance expenses). After deducting issuance expenses, the funds will be used for the following projects:
| Project Name | Total Investment (RMB Million) | Raised Funds Invested (RMB Million) |
|---|---|---|
| Next-Generation Intelligent Transportation System Products and Solutions R&D Upgrade and Industrialization Project | 143,606.21 | 133,000.00 |
| Working Capital | 57,000.00 | 57,000.00 |
| Total | 200,606.21 | 190,000.00 |
If the actual net amount of raised funds (after deducting issuance expenses) is less than the total investment amount for the project, the shortfall will be resolved by the Company's own funds. Before the raised funds are in place, the Company will advance funds for the raised fund investment projects based on the actual progress of the projects, and will replace them according to relevant regulations after the raised funds are in place.
(2) Changes in the Use of Raised Funds
On December 26, 2025, the Company convened the 14th meeting of the 6th Board of Directors and deliberated and passed the "Proposal on Changing the Use of Part of the Raised Funds." It was agreed to terminate the implementation of the "Next-Generation Intelligent Transportation System Products and Solutions R&D Upgrade and Industrialization Project," which was funded by the 2020 non-public offering. The remaining raised funds for this project, amounting to RMB 95,570.47 million (including wealth management income and interest income of RMB 4,160.48 million from this raised fund), will be used for the new investment project "Research and Development and Industrialization of Logistics Unmanned Key Technologies."
The changed raised fund investment projects and investment amounts are as follows: