Guolian MinSheng Securities Underwriting and Sponsorship Co., Ltd.
Report on the Special Audit of the Status of Fund Raising and Use of Funds by Zhen'an Technology Co., Ltd. in 2025
Guolian MinSheng Securities Underwriting and Sponsorship Co., Ltd. (hereinafter referred to as the "Sponsor" or "Guolian MinSheng Securities") acted as the continuous supervision sponsor for the initial public offering of shares of Zhen'an Technology Co., Ltd. (hereinafter referred to as "Zhen'an Technology" or the "Company") on the ChiNext market, the issuance of convertible corporate bonds to unspecified targets, and the issuance of shares to specific targets. In accordance with the "Administrative Measures for Securities Issuance and Underwriting Sponsorship Business," the "ChiNext Stock Listing Rules of the Shenzhen Stock Exchange," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2 - Normative Operation of ChiNext Listed Companies," and the "Supervision Rules for the Management of Raised Funds of Listed Companies," the Company has prudently audited the status of fund raising and use of funds by Zhen'an Technology in 2025. The details are as follows:
I. Basic情况 of Raised Funds
(I) Amount and Timing of Raised Funds
- Funds Raised from Initial Public Offering
According to the resolution of the first extraordinary general meeting of shareholders of the Company held on September 22, 2017, the Company's articles of association, and the "Approval for the Initial Public Offering of Shares of Yunnan Zhen'an Vibration Reduction Technology Co., Ltd." (Document No. Zhengjian Permit [2019] No. 287) issued by the China Securities Regulatory Commission, and the prospectus, the Company publicly issued 20 million ordinary shares to the public, with a par value of RMB 1 per share. The issue price was RMB 19.19 per share, and the total amount of funds raised was RMB 383,800,000.00. After deducting issuance expenses of RMB 67,732,000.00, the net amount of funds actually raised was RMB 316,068,000.00. The above-mentioned status of raised funds was verified by Xinyongzhonghe Certified Public Accountants (Special General Partnership), which issued the "Capital Verification Report" (XYZH/2019KMA30122) on March 20, 2019.
- Funds Raised from Issuance of Convertible Corporate Bonds to Unspecified Targets
According to the resolutions of the seventeenth meeting of the second board of directors and the ninth meeting of the second supervisory board of the Company held on April 2, 2020, and the general meeting of shareholders for 2019 held on April 29, 2020, the Company's articles of association, and the "Approval for Zhen'an Technology Co., Ltd. to Issue Convertible Corporate Bonds to Unspecified Targets" (Zhengjian Permit [2021] No. 199) issued by the China Securities Regulatory Commission, the Company issued convertible corporate bonds to unspecified targets in March 2021, raising a total of RMB 285 million. After deducting issuance expenses of RMB 520.11 million, the net amount of funds actually raised was RMB 27,979.89 million. The above funds were all in place on March 18, 2021, and were audited by Xinyongzhonghe Certified Public Accountants (Special General Partnership), which issued the "Capital Verification Report" (XYZH/2021KMAA50012) on March 18, 2021.
- Shares Issued to Specific Targets
According to the "Approval for Zhen'an Technology Co., Ltd. to Register the Issuance of Shares to Specific Targets" (Zhengjian Permit [2022] No. 2008) issued by the China Securities Regulatory Commission, the Company issued 4,568,713 shares to specific targets through a simplified procedure at an issue price of RMB 54.72 per share, raising a total of RMB 249,999,975.36. After deducting non-tax issuance expenses of RMB 5,372,234.64, the net amount of funds actually raised was RMB 244,627,740.72, of which RMB 4,568,713.00 was added to the share capital and RMB 240,059,027.72 was attributed to the capital reserve. The above-mentioned status of raised funds was verified by Lixin Zhonglian Certified Public Accountants (Special General Partnership), which issued the "Capital Verification Report on Raised Funds from Issuance of Shares to Specific Targets by Zhen'an Technology Co., Ltd." (Lixin Zhonglian Audit [2022] D-0036).