Hengtai Changcai Securities Co., Ltd.
Issuance and Underwriting Commitment Letter for Gospell Digital Technology Co., Ltd.'s 2026 Private Placement of A Shares
Statement
Hengtai Changcai Securities has been entrusted by Gospell to act as the underwriter for Gospell's private placement of shares to specific objects.
In accordance with the "Company Law," "Securities Law," "Administrative Measures for Registration of Issuance of Securities," "Administrative Measures for Securities Issuance and Listing Underwriting Business," and the "Review Rules for Securities Issuance and Listing of Shenzhen Stock Exchange," as well as "Disclosure Content and Format Standards for Information Disclosure of Companies Issuing Securities No. 27 — Issuance and Underwriting Commitment Letter and Issuance and Underwriting Work Report," and other relevant laws and regulations, and the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, Hengtai Changcai Securities and the underwriting representatives for this securities issuance and listing, in the principle of honesty, trustworthiness, diligence, and responsibility, have strictly followed the legally formulated business rules, industry practice, and ethical standards to issue this issuance and underwriting commitment letter, and guarantee its truthfulness, accuracy, and completeness.
Unless otherwise specified, the definitions in this issuance and underwriting commitment letter are consistent with those in the "Prospectus for Gospell Digital Technology Co., Ltd.'s 2026 Private Placement of A Shares to Specific Objects."
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Table of Contents
Statement 1
Table of Contents 2
Section 1 Basic Information of This Securities Issuance 3
I. Personnel Information of the Underwriting Institution for This Securities Issuance 3
II. Basic Information of the Issuer 4
III. Explanation of the Relationship Between the Underwriting Institution and the Issuer 8
IV. Internal Review Procedures and Review Opinions of the Underwriting Institution 8
Section 2 Underwriting Institution's Commitment Matters 10
I. Commitment Matters Regarding the Issuance of This Commitment Letter 10
II. Commitment Matters Regarding This Underwriting Business 10
Section 3 Recommendation Opinion on This Securities Issuance 11
I. Recommendation Conclusion of the Underwriting Institution on the Issuer's Securities Issuance 11
II. Verification of the Issuer's Decision-Making Procedures for This Issuance 11
III. Verification of the Issuer's Compliance with the Conditions for This Issuance 14
IV. Verification of Matters Related to the "Guiding Opinions on the Impact of Initial Public Offerings, Refinancing, and Major Asset Restructurings on Diluting Immediate Returns" 24
V. Verification Opinion on the Paid Engagement of Third Parties by the Underwriting Institution and the Issuer for This Securities Issuance 24
VI. Verification of Whether Private Investment Funds Exist Among Investors Pre-determined by the Issuer's Board of Directors and Their Filing Status 25
VII. Major Risks Faced by the Issuer 25
VIII. Brief Evaluation of the Issuer's Development Prospects 32
IX. Underwriting Conclusion of the Underwriting Institution on the Listing of This Securities Issuance 32
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Section 1 Basic Information of This Securities Issuance
I. Personnel Information of the Underwriting Institution for This Securities Issuance
(I) Information on the Underwriting Representatives for This Securities Issuance and Their Qualifications
Hengtai Changcai Securities has appointed Mr. Li Jingsan and Mr. Ren Jie as the underwriting representatives for this securities issuance. The qualifications of the above two underwriting representatives are as follows: