Verification Opinion of Guolian Minsheng Securities on Zhongfu Information's Completion of Fundraising Projects and Permanent Supplement of Working Capital
Guolian Minsheng Securities Co., Ltd. (hereinafter referred to as "Guolian Minsheng" or "Sponsor") has conducted a verification as the ongoing supervisory institution for Zhongfu Information Co., Ltd. (hereinafter referred to as "the Company") regarding the completion of fundraising projects and the permanent supplementation of working capital with surplus funds, in accordance with relevant regulations including the "Administrative Measures for Sponsorship of Securities Issuance and Listing," "Shenzhen Stock Exchange GEM Listing Rules," and "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange GEM." The specific situation is as follows:
I. Overview of Fundraising
(1) Amount and Status of Fundraising
With the approval of the China Securities Regulatory Commission regarding Zhongfu Information's issuance of shares to specific targets (Zheng Jian Xu Ke [2023] No. 1857), the Company issued 34,851,621 shares at a par value of 1.00 RMB per share and an issuance price of 14.49 RMB per share, raising a total of 504,999,988.29 RMB. After deducting issuance expenses, the actual net amount raised was 491,430,128.32 RMB. The status of the above fundraising has been verified by Dahua Certified Public Accountants (Special General Partnership), which issued the "Verification Report on Issuing Ordinary Shares (A Shares) to Specific Targets" (Dahua Yan Zi [2024] No. 000017). To standardize the management and use of raised funds and protect investors' interests, the Company has opened a special account for the raised funds to implement special account management. The Company, its subsidiaries, and the sponsor have signed a "Tripartite Supervision Agreement on Raised Funds" with the banks where the special accounts are opened, clarifying the rights and obligations of all parties.
(2) Basic Situation of Fundraising Projects
According to the "Prospectus for Issuing A Shares to Specific Targets by Zhongfu Information Co., Ltd. in 2023" and the actual net amount raised, combined with the Company's actual situation, the sixth board of directors' fourteenth meeting and the sixth supervisory board's thirteenth meeting were held on April 28, 2025, where the proposal to change part of the use of raised funds was approved. The adjustments to the investment amounts for the fundraising projects are as follows: