Special Verification Opinion
Guolian Minsheng Securities Underwriting and Sponsorship Co., Ltd. (hereinafter referred to as "Minsheng Securities" or "the Sponsor") has conducted a thorough review of the fundraising and usage of Ningbo Zhenyu Technology Co., Ltd. (hereinafter referred to as "Zhenyu Technology" or "the Company") for the year 2025, in accordance with the relevant regulations including the "Administrative Measures for Sponsoring Securities Issuance and Listing," "Shenzhen Stock Exchange GEM Listing Rules," and "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operation of GEM Listed Companies." The findings are as follows:
1. Basic Situation of Fundraising
(1) Status of Fundraising through Issuance of Convertible Bonds to Unspecified Objects
With the approval from the China Securities Regulatory Commission regarding the registration of Ningbo Zhenyu Technology's issuance of convertible bonds to unspecified objects (Zheng Jian Xu Ke [2023] No. 1995), the Company issued 11,950,000 convertible bonds on October 20, 2023, with a face value of RMB 100 each, raising a total of RMB 1,195,000,000. After deducting issuance costs of RMB 12,312,600 (excluding tax), the net amount raised was RMB 1,182,687,400. This amount was transferred to the Company's designated account on October 26, 2023, and has been verified by Zhonghui Certified Public Accountants (Special General Partnership), which issued a "Verification Report" (Zhonghui Huai Yan [2023] No. 9625).
(2) Usage and Balance of Fundraising
As of December 31, 2025, the unused balance of the raised funds was RMB 168,226,000 (including RMB 167,426,000 for cash management). The details are as follows:
| Item | Amount (10,000 RMB) |
|---|---|
| Net amount raised | 118,268.74 |
| Less: Amount replaced with self-raised funds | 84.01 |
| Less: Investment in fundraising projects | 938.76 |
| Less: Temporary supplement to working capital | 280.00 |
| Less: Service fee expenses | 0.07 |
| Less: Amount transferred out of remaining funds | 1.13 |
| Add: Interest income | 84.23 |
| Add: Return of temporarily supplemented working capital | 280.00 |
| Unused balance of raised funds | 168,226.00 |
| Among them: End balance for cash management | 167,426.00 |
Note: As of December 31, 2025, the Company has conducted cash management with the raised funds, including structured deposits of RMB 50 million and agreed deposits of RMB 117.426 million.
2. Storage and Management of Fundraising
(1) Establishment of Fund Management System
To standardize the management of the Company's raised funds, improve the efficiency and effectiveness of fund usage, ensure the safety of fund usage, and protect the legitimate rights and interests of investors, the Company has formulated the "Management Measures for the Use of Raised Funds" in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Regulations on the Supervision of Fundraising by Listed Companies," "Shenzhen Stock Exchange GEM Listing Rules," and "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operation of GEM Listed Companies."