Verification Opinion of Chuan Cai Securities Co., Ltd. on the Delay of Certain Fundraising Projects of Lingnan Ecological Cultural Tourism Co., Ltd.
Chuan Cai Securities Co., Ltd. (hereinafter referred to as "Chuan Cai Securities" or "the Sponsor") has been appointed as the sponsor for Lingnan Ecological Cultural Tourism Co., Ltd. (hereinafter referred to as "Lingnan Shares" or "the Company") for the issuance of A-shares to specific targets in 2022. As Lingnan Shares has not fully utilized the funds raised from its 2018 convertible bonds and the 2020 non-public A-share issuance, the Sponsor continues to fulfill its supervisory responsibilities regarding the management and use of the raised funds after the end of the continuous supervision period.
According to the relevant regulations such as the "Administrative Measures for the Sponsorship of Securities Issuance and Listing" by the China Securities Regulatory Commission, if a listed company hires a new sponsor for a subsequent securities issuance, it must terminate the sponsorship agreement with the original sponsor, and the new sponsor must complete the ongoing supervisory work that the original sponsor has not finished. Chuan Cai Securities continues to fulfill its supervisory responsibilities regarding the management and use of the raised funds.
Based on the "Administrative Measures for the Sponsorship of Securities Issuance and Listing," "Regulations on the Supervision of Raised Funds by Listed Companies," "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 1 - Standard Operation of Main Board Listed Companies," and "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 13 - Sponsorship Business," the following verification has been conducted regarding the delay of certain fundraising projects of Lingnan Shares:
1. Basic Situation of Funds Raised from Public Issuance of Convertible Bonds
In 2018, the China Securities Regulatory Commission approved Lingnan Ecological Cultural Tourism Co., Ltd. to publicly issue convertible bonds with a total face value of RMB 660,000,000. The bonds have a term of 6 years. After deducting underwriting and sponsorship fees, issuance registration fees, and other transaction costs totaling RMB 12,080,000, the actual net funds raised amounted to RMB 647,920,000. The receipt of these funds has been verified by Guangdong Zhengzhong Zhujiang Accounting Firm (Special General Partnership) with verification report number "Guanghui Verification [2018] G18000770290," confirming that the raised funds have been fully deposited in a special account for raised funds management.
2. Use and Status of Funds Raised from Public Issuance of Convertible Bonds
As of April 30, 2026, the planned use and progress of the funds raised from the convertible bonds are as follows: