Review Opinion of Guosen Securities Co., Ltd.
Guosen Securities Co., Ltd. (hereinafter referred to as "Guosen Securities" or "the Sponsor") has conducted a prudent review of Shenzhen Minexplosion Optoelectronics Co., Ltd. (hereinafter referred to as "Minexplosion Optoelectronics" or "the Company") regarding the use of part of the idle raised funds (including over-raised funds) and self-owned funds for cash management, in accordance with the relevant laws, regulations, and normative documents such as the "Regulations on the Management of Sponsorship Business for Securities Issuance and Listing" and "Regulations on the Supervision of Raised Funds by Listed Companies." The specific review situation is as follows:
1. Basic Situation of Raised Funds
According to the China Securities Regulatory Commission's approval (Zheng Jian Xu Ke [2023] No. 1107) for the registration of the initial public offering of shares by Shenzhen Minexplosion Optoelectronics Co., Ltd., the company issued 26.17 million new shares at a price of RMB 51.05 per share, raising a total of RMB 1,335.9785 million. After deducting the estimated issuance costs of RMB 92.9908 million (excluding tax), the actual net raised funds amounted to RMB 1,242.9877 million. The raised funds have been verified by Tianzhi International Accounting Firm (Special General Partnership), which issued a "Verification Report" (Tian Zhi Ye Zi [2023] No. 42700) on July 31, 2023. The company has stored the raised funds in a dedicated account and signed a tripartite/quadripartite supervision agreement with the sponsor and the commercial bank holding the raised funds.
2. Investment Project Situation of Raised Funds
On September 26, 2024, the company held the first meeting of the independent directors of the second board of directors, the sixteenth meeting of the second board of directors, and the fourteenth meeting of the second supervisory board. On October 14, 2024, the company held the second extraordinary general meeting of shareholders in 2024, which approved the proposal to adjust the investment amount and structure of some fundraising projects and to use the surplus funds for new projects. The adjustment of the investment amount and structure for the original fundraising project "LED Lighting Automation Expansion Project" was approved, and the surplus raised funds will be invested in the new projects "LED Industrial Lighting and Special Lighting Production Base Construction Project" and "Vietnam LED Lighting Production Base Construction Project." According to the company's prospectus for the initial public offering of shares, the revised investment projects and the use plan of raised funds are as follows: