Guosen Securities Co., Ltd.
Due Diligence Report on Shenzhen OuLutong Electronic Co., Ltd.'s Use of Idle Raised Funds and Own Funds for Cash Management
As the sponsor of Shenzhen OuLutong Electronic Co., Ltd. (hereinafter referred to as "OuLutong" or "the Company") for its issuance of convertible corporate bonds to unspecified targets, Guosen Securities Co., Ltd. (hereinafter referred to as "Guosen Securities" or "the Sponsor") has, in accordance with the "Administrative Measures for the Sponsorship of Securities Issuance and Listing," the "Supervision Rules for the Management of Raised Funds of Listed Companies," the "Shenzhen Stock Exchange GEM Stock Listing Rules," the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 2 - Norms for the Operation of GEM Listed Companies," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 13 - Sponsorship Business," etc., conducted due diligence on OuLutong's plan to use idle raised funds and own funds for cash management. The details are as follows:
I. Basic Situation of the Company's Raised Funds
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The China Securities Regulatory Commission issued the "Approval of Registration of the Initial Public Offering of Shares by Shenzhen OuLutong Electronic Co., Ltd." (Zhengjianxuke [2020] No. 1600) on July 29, 2020, approving the registration of the Company's initial public offering of shares. The Company's initial public offering of RMB ordinary shares (A shares) was listed and traded on the GEM of the Shenzhen Stock Exchange on August 24, 2020. The Company publicly offered 25.30 million shares, with a par value of RMB 1.00 per share and an offering price of RMB 36.81 per share. The total raised funds amounted to RMB 931,293,000.00. After deducting issuance expenses (excluding value-added tax) of RMB 82,203,175.63, the net amount of raised funds was RMB 849,089,824.37. The raised funds were transferred to the Company's designated account on August 17, 2020. Tianzhi International Certified Public Accountants (Special General Partnership) audited the receipt of the raised funds and issued the "Capital Verification Report" with the serial number "Tianzihua [2020] No. 34586."
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With the approval of the China Securities Regulatory Commission's "Approval of Registration of Shenzhen OuLutong Electronic Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Targets" (Zhengjianxuke [2024] No. 219), the Company issued 6,445,265 convertible corporate bonds to unspecified targets on July 5, 2024. Each bond has a par value of RMB 100, and the total raised funds amounted to RMB 644,526,500.00. After deducting issuance expenses of RMB 12,106,634.44, the net amount of raised funds was RMB 632,419,865.56. As of July 11, 2024, all funds raised from the aforementioned issuance have been received by the Company. Tianzhi International Certified Public Accountants (Special General Partnership) confirmed this in its capital verification report with the serial number "Tianzihua [2024] No. 45591."
The Company has deposited the aforementioned raised funds into a special account for raised funds and has signed tripartite custody agreements with the sponsor and the banks where the raised funds are deposited to manage them in a dedicated account.
II. Situation of Raised Funds Investment Projects
- According to the Company's "Prospectus for the Initial Public Offering of Shares on the GEM" and the relevant disclosures after listing, as of the announcement date, the planned investment projects for the raised funds from the initial public offering of shares are as follows: