CITIC Securities Co., Ltd.
Audit Opinion on the Custody, Management, and Actual Use of Raised Funds by Beijing NavInfo Co., Ltd. for 2025
CITIC Securities Co., Ltd. (hereinafter referred to as CITIC Securities or the Sponsor) acted as the sponsor for the non-public offering of shares by Beijing NavInfo Co., Ltd. (hereinafter referred to as NavInfo or the Company) in 2021. In accordance with the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing," the "Stock Listing Rules of the Shenzhen Stock Exchange," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 1 - Standardized Operation of Main Board Listed Companies," and the "Supervision Rules for Raised Funds of Listed Companies," among other laws and regulations, a special audit was conducted on the custody, management, and actual use of the Company's raised funds for 2025. The specific situation is as follows:
I. Basic Situation of Raised Funds
(I) Basic Situation of Raised Funds from Initial Public Offering
1. Situation of Raised Funds from Initial Public Offering
Approved by the China Securities Regulatory Commission with the document "Zhengjian Permit [2010] No. 438," the "Notice on Approving the Initial Public Offering of Shares by Beijing NavInfo Co., Ltd.," the Company, in conjunction with the lead underwriter CITIC Securities, adopted a combination of offline inquiry and placement and online subscription pricing to publicly offer 56 million A shares. Each share has a par value of RMB 1.00, and the offering price was RMB 25.60 per share. As of May 7, 2010, the Company had actually publicly offered 56 million A shares, with a total raised fund of RMB 1,433.60 million. After deducting issuance expenses of RMB 65.827 million, the net amount of raised funds was RMB 1,367.773 million. This amount was remitted to the Company's raised fund account opened with the relevant bank on May 7, 2010. The situation of fund receipt was verified by Xinyonghe Certified Public Accountants, who issued the "Capital Verification Report" No. [XYZH/2009A7057].
In accordance with the spirit of the "Notice on Doing a Good Job in the 2010 Annual Report for Listed Companies and Unlisted Companies Implementing Enterprise Accounting Standards" (Cai Kuai [2010] No. 25) issued by the Ministry of Finance, the Company reconfirmed the issuance expenses at the end of 2010. Advertising fees, roadshow fees, and listing reception fees totaling RMB 10.9058 million were transferred from issuance expenses to current gains and losses. The finally confirmed issuance expense amount was RMB 54.9212 million, and the finally confirmed net amount of raised funds was RMB 1,378.6788 million.
Note: Before the issuance of Cai Kuai [2010] No. 25 by the Ministry of Finance, the confirmed net amount of the Company's raised funds was RMB 136,777.30 million, and a "Tripartite Supervision Agreement for Raised Funds" was signed with the relevant parties. After the issuance of Cai Kuai [2010] No. 25 by the Ministry of Finance, the Company reconfirmed the net amount of raised funds to be RMB 137,867.88 million, resulting in a shortfall of RMB 1,090.58 million in the actual balance of the raised fund account compared to the expected balance. This amount was transferred from the Company's own funds to the raised fund account on February 24, 2011.
After the receipt of these raised funds, the Company established special accounts for the custody of raised funds at the following three banks: Huaxia Bank Co., Ltd. Beijing Dongdan Sub-branch, China Minsheng Bank Co., Ltd. Beijing Financial Street Sub-branch, and China Merchants Bank Co., Ltd. Beijing Branch Business Department. The specific situation is as follows: