Verification Opinion on Fundraising Storage and Usage for 2025
Huayin Securities Co., Ltd. (hereinafter referred to as "Huayin Securities" or "the Sponsor") is the sponsor for the public issuance of convertible bonds by Shenzhen Jintian International Logistics Technology Co., Ltd. (hereinafter referred to as "Jintian International" or "the Company"). In accordance with relevant regulations, including the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange GEM Listing Rules," "Regulations on the Supervision of Fundraising by Listed Companies," and "Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies," Huayin Securities has conducted a verification of the Company's fundraising storage and usage for 2025. The specific situation is as follows:
1. Basic Situation of Fundraising
According to the approval from the China Securities Regulatory Commission regarding the public issuance of convertible bonds by Shenzhen Jintian International Logistics Technology Co., Ltd. (Approval No. [2020] 617), the Company publicly issued a total face value of RMB 280 million in convertible bonds, with 2.8 million bonds issued at a face value of RMB 100 each. The total amount raised was RMB 280 million, with a net amount of RMB 273,829,245.28 after deducting issuance expenses of RMB 6,170,754.72 (excluding tax). The status of the raised funds has been verified by Lixin Certified Public Accountants (Special General Partnership) in their verification report (Report No. [2020] ZI10459). As of December 31, 2025, the actual usage and balance of the raised funds are as follows:
| Project Category | Amount (RMB) |
|---|---|
| Total amount raised | 280,000,000.00 |
| Less: Payment to intermediary institutions | 6,170,754.72 |
| Actual net amount received | 273,829,245.28 |
| Less: Investment in fundraising projects | 176,502,602.30 |
| Pre-investment and replacement of fundraising projects | 85,756,000.00 |
| Financial expenses - bank fees | 7,810.84 |
| Permanent supplement to working capital | 3,740.43 |
| Plus: Financial income - deposit interest | 10,419,427.72 |
| Balance of fundraising as of December 31, 2025 | 21,978,519.43 |
2. Storage and Management of Fundraising
(1) Management of Fundraising
To standardize the management of the Company's fundraising and improve the efficiency of fund usage while effectively protecting investors' rights, the Company has formulated the "Fundraising Management System," which specifies the storage, usage management, supervision, and reporting of the raised funds in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Shenzhen Stock Exchange GEM Listing Rules," and other relevant laws and regulations. On July 10, 2020, the Company and the wholly-owned subsidiary involved in the convertible bond issuance project signed a "Tripartite Supervision Agreement for Fundraising Special Accounts" with four banks and the sponsor, Huayin Securities. The tripartite agreement does not differ significantly from the Shenzhen Stock Exchange's model agreement, and its implementation has no issues.
Given that the convertible bond projects "Jintian International Industrial Internet Platform Construction Project" and "IGV Vehicle R&D and Industrialization Project" have been completed, the Company held the 14th meeting of the 5th Board of Directors and the 12th meeting of the 5th Supervisory Board on December 31, 2024, and approved the "Proposal on Project Completion and Change of Fundraising Purpose," agreeing to conclude the aforementioned projects and allocate the surplus funds to the new project "Jintian International Intelligent Robotics R&D and Industrialization Project." Following this arrangement, the Company completed the cancellation of the original fundraising special account in February 2025, and the relevant fundraising supervision agreements were terminated. The Company has opened a new fundraising special account for the new project and signed a "Tripartite Supervision Agreement for Fundraising" with the bank and sponsor. The tripartite agreement does not differ significantly from the Shenzhen Stock Exchange's model agreement, and its implementation has no issues.