Special Review Opinion of SDIC Securities Co., Ltd. on Ningbo Xingyuan Zhuomei Technology Co., Ltd.'s Use of Bank Acceptance Drafts, Letters of Credit, and Own Foreign Exchange to Pay for Investment Project Funds and Equivalent Replacement with Raised Funds
SDIC Securities Co., Ltd. (hereinafter referred to as "SDIC Securities" or "Sponsor"), as the sponsor and continuous supervision institution for Ningbo Xingyuan Zhuomei Technology Co., Ltd. (hereinafter referred to as "Xingyuan Zhuomei" or "the Company")'s issuance of convertible corporate bonds to unspecified targets, has conducted a review of the Company and its subsidiaries' use of bank acceptance drafts, letters of credit, and own foreign exchange to pay for investment project funds and the subsequent equivalent replacement with raised funds, in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Supervision Rules for the Supervision of Raised Funds of Listed Companies," "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Management Guide No. 2 - Standardized Operation of GEM Listed Companies," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 13 - Sponsorship Business," and other relevant regulations. The details of the review are as follows:
Basic Information on Raised Funds
(1) Raised Funds from Initial Public Offering of Shares
According to the "Approval of the China Securities Regulatory Commission on the Registration of Ningbo Xingyuan Zhuomei Technology Co., Ltd.'s Initial Public Offering of Shares" (Securities Regulatory Permit [2022] No. 2084), the Company issued 20,000,000 ordinary shares of RMB ordinary shares (A shares), with a par value of RMB 1 per share. The issue price was RMB 34.40 per share, with a total raised fund of RMB 688,000,000.00. After deducting relevant issuance expenses, the net amount of raised funds was RMB 596,320,360.29. The receipt of these raised funds was verified by the capital verification report (Rongcheng Audit Certificate [2022] 230Z0353) issued by Rongcheng Certified Public Accountants (Special General Partnership).
(2) Raised Funds from Issuance of Convertible Corporate Bonds to Unspecified Targets
According to the "Approval of the China Securities Regulatory Commission on the Registration of Ningbo Xingyuan Zhuomei Technology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Targets" (Securities Regulatory Permit [2025] No. 2265), the Company issued 4,500,000 convertible corporate bonds to unspecified targets, with a par value of RMB 100.00 per bond. The issuance was at par, with a total issuance amount of RMB 450,000,000.00. The total raised funds from convertible corporate bonds amounted to RMB 450,000,000.00. After deducting relevant issuance expenses, the net amount of raised funds was RMB 443,754,716.99. The raised funds were verified by Rongcheng Certified Public Accountants (Special General Partnership) in the "Capital Verification Report" (Rongcheng Audit Certificate [2025] 230Z0143). The Company has deposited the aforementioned raised funds into a special account for raised funds and has signed the "Tripartite Supervision Agreement for Raised Funds" and the "Quadripartite Supervision Agreement for Raised Funds" with the sponsor and the commercial banks where the raised funds are deposited.
Investment Project Information for Raised Funds
(1) Investment Project Information for Raised Funds from Initial Public Offering of Shares
According to the "Prospectus for the Initial Public Offering of Shares by Ningbo Xingyuan Zhuomei Technology Co., Ltd. and Listing on the GEM Board" (hereinafter referred to as the "Prospectus") and the "Announcement on Using Part of the Overraised Funds to Permanently Supplement Working Capital" and the "Announcement on Using Overraised Funds to Invest in New Projects" disclosed on the Giant Information Network (www.cninfo.com.cn), the intended uses of the raised funds are as follows: