Zhongtai Securities Co., Ltd. (hereinafter referred to as "Zhongtai Securities" or "Sponsor") acted as the sponsor for Puliang Software Co., Ltd. (hereinafter referred to as "Puliang Software" or "Company") in its issuance of shares to specific targets and convertible bonds to unspecified targets in 2022. In accordance with the "Regulations on the Management of Securities Issuance and Listing Sponsorship," "Regulations on the Supervision of Fundraising by Listed Companies," "Shenzhen Stock Exchange GEM Listing Rules," and "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standard Operation of GEM Listed Companies," Zhongtai Securities conducted a verification of Puliang Software's fundraising storage and usage for the year 2025, and issued the following verification opinion:
I. Basic Situation of Fundraising
(1) Fundraising Situation and Fund Arrival
With the approval from the China Securities Regulatory Commission (CSRC) regarding Puliang Software's issuance of convertible bonds to unspecified targets (CSRC Permit [2025] No. 2527), the company issued 2,429,326 convertible bonds, each with a face value of RMB 100, raising a total of RMB 242,932,600.00. After deducting issuance expenses of RMB 4,956,900.80 (excluding tax), the actual net amount raised was RMB 237,975,699.20. The raised funds were transferred to the company's designated account on December 11, 2025, and Zhitong Certified Public Accountants (Special General Partnership) verified the actual amount raised and issued a "Verification Report" (Zhitong Verification No. [2025] 371C000392).
(2) Fund Management Situation
To standardize the management and usage of raised funds and protect investors' rights, the company formulated the "Puliang Software Co., Ltd. Fund Management System" (hereinafter referred to as the Management System) in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," "Regulations on the Supervision of Fundraising by Listed Companies," "Shenzhen Stock Exchange GEM Listing Rules," and "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standard Operation of GEM Listed Companies," combined with the company's actual situation. According to the Management System and operational needs, the company established a special account for the use of raised funds at the bank, implementing special storage for the raised funds, and signed a "Tripartite Supervision Agreement" with the bank and the sponsor to ensure strict approval for the use of funds, ensuring that funds are used for their intended purpose. In 2025, the company strictly adhered to the provisions of the "Tripartite Supervision Agreement" for the storage and usage of raised funds.
II. Balance of Fundraising for the Year 2025
As of December 31, 2025, the company had cumulatively used a total of RMB 0 of the raised funds, with an unused balance of RMB 239,291,934.46, cumulative bank interest received of RMB 3,323.46, and issuance expenses of RMB 1,312,911.80 paid in advance from self-raised funds. The projects funded by the convertible bonds issued to unspecified targets include the domestic ERP function expansion project, the intelligent financial risk control product series project, and the Cloud Lake platform R&D upgrade project, all of which are currently being implemented normally. The specific situation of the bank accounts is as follows: