Verification Opinion of Zhejiang Merchants Securities Co., Ltd. on the Adjustment and Delay of Internal Investment Structure of Fundraising Projects of Mankalon Jewelry Co., Ltd.
Zhejiang Merchants Securities Co., Ltd. (hereinafter referred to as "Zhejiang Merchants Securities" or "the Sponsor") is the sponsor for Mankalon Jewelry Co., Ltd. (hereinafter referred to as "Mankalon" or "the Company") in its issuance of shares to specific targets. In accordance with the "Regulations on the Administration of Securities Issuance and Listing Sponsorship," "Shenzhen Stock Exchange GEM Listing Rules," "Regulations on the Supervision of Fundraising by Listed Companies," and "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standard Operation of GEM Listed Companies," the Sponsor has conducted a verification of Mankalon's adjustments to the internal investment structure and delays of certain fundraising projects, as well as the equity structure adjustments of the implementing entity. The verification results are as follows:
1. Basic Situation of Fundraising
According to the China Securities Regulatory Commission's approval (Zheng Jian Xu Ke [2023] No. 554), the Company was authorized to issue no more than 61,200,000 shares of ordinary shares (A shares) to specific targets, with the actual issuance amount being 57,168,864 shares, a par value of RMB 1 per share, and an issuance price of RMB 12.08 per share. The total amount raised was RMB 690,599,877.12, with actual net proceeds of RMB 680,839,877.78 after deducting issuance costs of RMB 9,759,999.34 (excluding VAT). Tianjian Certified Public Accountants (Special General Partnership) conducted a verification of the funds on July 5, 2023, and issued a "Verification Report" (Tianjian Yan [2023] No. 346). The Company has signed a fundraising supervision agreement with the Sponsor and the bank where the special account for fundraising is opened, and the funds are managed in a dedicated account.
2. Situation of Fundraising Investment Projects
The 14th meeting of the 5th Board of Directors and the 13th meeting of the 5th Supervisory Board approved the proposal to adjust the amounts of funds to be invested in certain fundraising projects. The adjusted allocation of funds for each project is as follows:
| No. | Project Name | Total Investment (10,000 RMB) | Amount Before Adjustment (10,000 RMB) | Amount After Adjustment (10,000 RMB) |
|---|---|---|---|---|
| 1 | "Mankalon @ Z Concept Store" Terminal Construction Project | 53,851.95 | 28,841.95 | 27,400.00 |
| 2 | Omni-channel Jewelry Integrated Platform Construction Project | 34,790.12 | 33,970.12 | 32,300.00 |
| 3 | "Mucan" Brand and Creative Promotion Project | 11,157.93 | 8,787.93 | 8,383.99 |
| Total | 99,800.00 | 71,600.00 | 68,083.99 |
On August 27, 2025, September 22, 2025, the 4th meeting of the 6th Board of Directors, the 3rd meeting of the 6th Supervisory Board, and the 2nd extraordinary general meeting of shareholders in 2025 approved the proposal to adjust the investment amounts of certain fundraising projects. The adjusted allocation of funds for each project is as follows: