Stock Code: 002848 Stock Abbreviation: Gospell
Gospell Digital Technology Co., Ltd.
(Gospell Industrial Park, Guanshandong Street, Suxian District, Chenzhou City, Hunan Province)
Reply Report on the Audit Inquiry Letter Regarding the Application for Issuance of Shares to Specific Targets by Gospell Digital Technology Co., Ltd.
Sponsor (Lead Underwriter): Hengtai Changcai Securities Co., Ltd.
Registered Address: Rooms 717, 719, 720, 721, 723, 725, 7th Floor, Zone C, Runde Building, No. 3333 Xiantai Street, West of Xiantai Street, North of Weixing Road, Economic and Technological Development Zone, Changchun City, Jilin Province
August 2026
Shenzhen Stock Exchange:
In accordance with the requirements of the "Audit Inquiry Letter Regarding the Application for Issuance of Shares to Specific Targets by Gospell Digital Technology Co., Ltd." (Audit Letter [2026] No. 120040) (hereinafter referred to as the "Inquiry Letter") issued by your exchange on July 17, 2026, Gospell Digital Technology Co., Ltd. (hereinafter referred to as "Gospell," the "Company," or the "Issuer"), together with Hengtai Changcai Securities Co., Ltd. (hereinafter referred to as the "Sponsor"), Lianda Certified Public Accountants (Special General Partnership) (hereinafter referred to as the "Issuer's Accountant" or "Accountant"), and Guangdong Huashang Law Firm (hereinafter referred to as the "Issuer's Lawyer" or "Lawyer"), has carefully implemented and verified the issues listed in the Inquiry Letter one by one, and has provided a point-by-point response. Simultaneously, in accordance with the requirements of the Inquiry Letter, the "Gospell Digital Technology Co., Ltd. 2026 Annual Prospectus for Issuance of A-Shares to Specific Targets" (hereinafter referred to as the "Prospectus") has been revised and supplemented. The responses to the questions listed in the Inquiry Letter are hereby submitted for your review.
Unless otherwise specified, the abbreviations used in this reply to the Inquiry Letter are consistent with those in the Prospectus.
The fonts used in this reply to the Inquiry Letter represent the following meanings:
| Font | Meaning |
|---|---|
| Bold | Questions listed in the Inquiry Letter |
| Songti | Responses to the questions listed in the Inquiry Letter |
| Bold Italics | Content involving revisions and supplements to the Prospectus |
If the sum of the sub-items in the tables of this reply to the Inquiry Letter does not match the total due to rounding, it is caused by rounding.
Table of Contents
Table of Contents 2
Question 1 3
Question 2 59
Question 3 127
Other Issues 133
Question 1
According to the application materials, the total amount of funds to be raised in this issuance shall not exceed 650 million yuan (inclusive). After deducting issuance expenses, the raised funds are intended to be used entirely for supplementing working capital and repaying debts. The issuance target is Changsha Jushen Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Changsha Jushen"). This issuance will lead to a change in control. Changsha Jushen will hold 23.08% of the total share capital of the Issuer after this issuance, becoming the controlling shareholder of the Issuer, and Yang Jipeng will become the actual controller. The current controlling shareholder, Weifang Guojin Industrial Development Co., Ltd. (hereinafter referred to as "Weifang Guojin"), will see its shareholding ratio in the Issuer reduced to 18.34%. Weifang Guojin has issued a "Letter of Commitment Not to Seek Control." Hunan Jushen Electronic Co., Ltd. (hereinafter referred to as "Hunan Jushen") is the executive partner of Changsha Jushen, the issuance target, and its actual controller is Yang Jipeng. During the reporting period, the amounts of goods sold and services provided by the Company to Hunan Jushen were 10.871 million yuan, 10.0164 million yuan, 157.2225 million yuan, and 118.2889 million yuan, respectively, accounting for 3.70%, 7.43%, 43.13%, and 76.63% of the operating income for the same period. The sales proportion in 2025 and the first quarter of 2026 was relatively high. During the reporting period, the Company also had related-party transactions with Hunan Jushen such as procurement and borrowing. At the same time, the Company has horizontal competition with enterprises controlled by Yang Jipeng in the field of consumer electronics.