Minmetals Securities Co., Ltd.
Audit Opinion on Shenzhen Zishang Technology Co., Ltd.'s Completion of Partial Fundraising Projects and Investment in New Projects with Surplus Raised Funds and Transfer to Excess Raised Funds Account
Minmetals Securities Co., Ltd. (hereinafter referred to as "Minmetals Securities" or "Sponsor") as the sponsor of Shenzhen Zishang Technology Co., Ltd. (hereinafter referred to as "Zishang Technology" or "the Company") for its initial public offering of shares and listing on the ChiNext Market, according to the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "ChiNext Market Stock Listing Rules," the "ChiNext Market Listed Company Self-Regulatory Supervision Guidelines No. 2 — Normative Operation of ChiNext Market Listed Companies," and the "Supervision Rules for Listed Company Raised Funds," and other relevant laws, regulations, and normative documents, has audited Zishang Technology's completion of partial fundraising projects, investment in new projects with surplus raised funds, and transfer to the excess raised funds account. The specific audit findings are as follows:
I. Overview of Raised Funds
(I) Basic Situation of Raised Funds
Upon approval from the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of Shenzhen Zishang Technology Co., Ltd.'s Initial Public Offering of Shares" (Zhengjian Xu Ke [2023] No. 1022), the Company issued 32.1703 million ordinary shares (A shares) to the public on July 2023, with an issue price of 57.66 yuan per share. The total amount raised was 185,493.95 million yuan. After deducting underwriting and issuance fees of 16,569.21 million yuan (excluding VAT) according to relevant regulations, the actual amount of raised funds was 168,924.74 million yuan. These raised funds were received in July 2023. The receipt of these funds was verified by the "Capital Verification Report" (Rongcheng Yan Zi [2023] No. 518Z0096) issued by Rongcheng Certified Public Accountants (Special General Partnership). The Company has implemented a special account deposit management system for the raised funds.
(II) Raised Funds Investment Projects and Usage of Raised Funds
According to the "Prospectus of Shenzhen Zishang Technology Co., Ltd. for Initial Public Offering of Shares and Listing on the ChiNext Market," the planned investment projects and usage of raised funds are as follows:
| No. | Project Name | Planned Investment Amount | Project Construction Period | Planned Use of Raised Funds |
|---|---|---|---|---|
| 1 | Game Console Core Component Expansion Project | 40,703.32 | 2 years | 40,085.95 |
| 2 | Electronic Connector Expansion Project | 25,489.77 | 2 years | 25,489.77 |
| 3 | 5G Component Expansion Project | 21,994.49 | 2 years | 21,729.90 |
| 4 | R&D Center Construction Project | 16,030.25 | 2 years | 15,912.21 |
| 5 | Working Capital Supplement Project | 27,000.00 | - | 27,000.00 |
| Total | 131,217.83 | 130,217.83 |
The total raised funds of the Company were 185,493.95 million yuan. After deducting underwriting and issuance fees (excluding VAT input tax deductible from the issuance expenses of this public offering) of 16,569.21 million yuan, the net raised funds were 168,924.74 million yuan, of which the excess raised funds were 38,706.91 million yuan.
On August 28, 2023, the Company held the 12th meeting of the Second Board of Directors and the 9th meeting of the Second Supervisory Board, which respectively approved the "Proposal on Using Raised Funds to Reimbure Self-Raised Funds Pre-Invested in Fundraising Projects and Issuance Expenses." The Company agreed to use raised funds to reimburse the self-raised funds pre-invested in fundraising projects as of July 17, 2023.