Verification Opinion of Zhongde Securities Co., Ltd. on Beijing Yihualu Information Technology Co., Ltd.'s Delay in Returning Idle Raised Funds
Zhongde Securities Co., Ltd. (hereinafter referred to as "Zhongde Securities" or "the Sponsor") is the sponsor for Beijing Yihualu Information Technology Co., Ltd. (hereinafter referred to as "Yihualu" or "the Company") regarding its 2022 private placement of shares. In accordance with relevant laws and regulations, including the "Administrative Measures for Securities Issuance and Listing Sponsorship," the "Shenzhen Stock Exchange GEM Listing Rules," and the "Self-Regulatory Guidelines for Listed Companies No. 2 - Standard Operation of GEM Listed Companies," Zhongde Securities conducted a special verification on Yihualu's decision to delay the return of idle raised funds and continue using them for temporary working capital. The specific circumstances are as follows:
I. Basic Situation of Raised Funds
According to the approval issued by the China Securities Regulatory Commission (CSRC) regarding Yihualu's private placement of shares (CSRC Permit [2023] No. 1594), and with the consent of the Shenzhen Stock Exchange, the Company issued 57,459,099 shares at a par value of RMB 1.00 per share, with an issue price of RMB 27.51 per share. The total amount raised was RMB 1,580,699,813.49, and after deducting issuance expenses, the actual net amount raised was RMB 1,569,580,890.82. The funds have been verified by Qincheng Wanxin Certified Public Accountants (Special General Partnership) in the "Verification Report of Beijing Yihualu Information Technology Co., Ltd." (Qin Xin Yan Zi [2023] No. 6014) issued on November 7, 2023. The Company has deposited all raised funds into a special account for raised funds and has signed a tripartite supervision agreement with the sponsor and the commercial bank holding the raised funds.
II. Investment Projects and Use of Raised Funds
(1) Changes in Implementation Location and Method of Investment Projects
According to the "Sponsorship Letter for Yihualu's 2022 Private Placement," the total amount raised is RMB 158,069.98 million (including principal), and after deducting issuance expenses, it is intended to be used for the following projects: