Guotou Securities Co., Ltd.
Audit Opinion on Beijing Yacheng Wanwei Information Technology Co., Ltd.'s Change in Use of Raised Funds
Guotou Securities Co., Ltd. (hereinafter referred to as "Guotou Securities" or "Sponsor") as the sponsor for Beijing Yacheng Wanwei Information Technology Co., Ltd. (hereinafter referred to as "Yacheng Shares" or "the Company") for its offering of convertible corporate bonds to unspecified targets, in accordance with the "Administrative Measures for the Business of Securities Issuance and Listing Sponsorship," "Supervision Rules for the Supervision of Listed Companies' Raised Funds," "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 2 - Standardized Operation of GEM Listed Companies," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 13 - Sponsorship Business," and other relevant regulations, has prudently reviewed the matter of Yacheng Shares changing the use of its raised funds. The details are as follows:
I. Overview of the Change in Use of Raised Funds Investment Projects
(I) Basic Situation of Raised Funds
- Initial Public Offering of Shares
Approved by the China Securities Regulatory Commission's "Approval on Agreeing to Beijing Yacheng Wanwei Information Technology Co., Ltd.'s Initial Public Offering of Shares" (Zhengjian Xuke [2021] No. 2602), the Company publicly issued 20 million ordinary shares to the public (par value RMB 1 per share) at an issuance price of RMB 21.44 per share. The total amount of raised funds was RMB 428,800,000.00. After deducting issuance expenses of RMB 58,222,641.55, the net amount of raised funds was RMB 370,577,358.45. These raised funds were received on October 13, 2021. Daixin Certified Public Accountants (Special General Partnership) verified the receipt of these raised funds and issued the "Capital Verification Report" (Daixin Yan Zi [2021] No. 1-10018) on October 13, 2021.
- Offering of Convertible Corporate Bonds to Unspecified Targets
Upon the resolution of the first board of directors meeting of the Company at its eighteenth meeting and the resolution of the first extraordinary general meeting of shareholders in 2022, and with the approval of the Shenzhen Stock Exchange GEM Listing Committee at its 84th meeting in 2022, and the China Securities Regulatory Commission's "Approval on Agreeing to Beijing Yacheng Wanwei Information Technology Co., Ltd.'s Offering of Convertible Corporate Bonds to Unspecified Targets" (Zhengjian Xuke [2023] No. 222), the Company was approved to issue 2.61 million A-share convertible corporate bonds to unspecified targets, with a face value of RMB 100 per bond. The total amount of raised funds was RMB 261,000,000.00. After deducting issuance expenses of RMB 10,437,377.35 (including expenses offset by self-owned funds), the net amount of raised funds was RMB 250,562,622.65. Daixin Certified Public Accountants (Special General Partnership) verified the receipt of these raised funds and issued the "Capital Verification Report" (Daixin Yan Zi [2023] No. 1-00016) on March 27, 2023.
(II) Use and Balance of Raised Funds