Verification Opinion from Dongguan Securities Co., Ltd. on Meige Intelligent Technology Co., Ltd.'s Use of Idle A-Share Funds to Temporarily Supplement Working Capital
Dongguan Securities Co., Ltd. (hereinafter referred to as "Dongguan Securities" or "the Sponsor") has conducted a prudent review of Meige Intelligent Technology Co., Ltd. (hereinafter referred to as "Meige Intelligent" or "the Company") regarding its plan to temporarily use part of the idle A-share fundraising funds to supplement working capital, as the continuous sponsor for the Company's non-public issuance of shares in 2021. The review opinions are as follows:
1. Basic Situation of A-Share Fundraising
According to the approval from the China Securities Regulatory Commission on the non-public issuance of shares by Meige Intelligent (Zheng Jian Xu Ke [2022] No. 533), the Company issued 21,208,503 ordinary shares at a price of RMB 28.46 per share, raising a total of RMB 603.594 million. After deducting issuance expenses (excluding VAT) of RMB 10.6635 million, the actual net fundraising amount is RMB 592.9305 million. The status of the above fundraising has been verified by Xinyong Zhonghe Accounting Firm (Special General Partnership), which issued the "Verification Report" (XYZH/2023SZAA7B0002). The Company has implemented a special account storage system for the fundraising and signed a fundraising supervision agreement with the sponsor and the bank where the funds are held.
2. Basic Situation of A-Share Fundraising Investment Projects
According to the fundraising usage plan disclosed in the "2021 Non-Public Issuance of Shares Proposal," the specific fundraising usage plan is as follows:
| No. | Project Name | Investment Amount | Proposed Fund Input |
|---|---|---|---|
| 1 | 5G+AIoT Module and Solution Industrialization Project | 44,589.20 | 40,296.24 |
| 2 | R&D Center Construction Project | 7,368.20 | 5,063.20 |
| 3 | Supplement Working Capital | 15,000.00 | 15,000.00 |
| Total | 66,957.40 | 60,359.44 |
The Company held the third extraordinary general meeting of shareholders on August 30, 2021, which approved the proposal to authorize the board of directors to handle matters related to this non-public issuance of shares. On August 29, 2022, the second extraordinary general meeting of shareholders approved the proposal to extend the authorization period for the board of directors to handle specific matters related to the non-public issuance of shares, allowing adjustments to the investment projects and specific arrangements based on the actual amount raised.
Due to the actual net amount raised being less than the proposed investment amount, the Company adjusted the investment amounts for each project based on their urgency. The specific situation is as follows: