Guotai Junan Securities Co., Ltd.
Audit Opinion on Suzhou Tianmai Thermal Technology Co., Ltd.'s Use of Partially Idle Raised Funds and Own Funds for Cash Management
Guotai Junan Securities Co., Ltd. ("Guotai Junan", "Sponsor" or "Sponsoring Institution") as the continuing sponsor of Suzhou Tianmai Thermal Technology Co., Ltd. ("Suzhou Tianmai" or "the Company") for its initial public offering of stocks and listing on the ChiNext Market, in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business", "Supervision Rules for the Management of Raised Funds of Listed Companies", "Shenzhen Stock Exchange ChiNext Stock Listing Rules", "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 2 - Standardized Operation of ChiNext Listed Companies" and other relevant laws, regulations, and normative documents, has prudently reviewed the matter of Suzhou Tianmai's use of temporarily idle raised funds and own funds for cash management and hereby issues the following audit opinion:
I. Basic Situation of Raised Funds
With the approval of the China Securities Regulatory Commission's "Approval on the Registration of Suzhou Tianmai Thermal Technology Co., Ltd.'s Initial Public Offering of Stocks" (Zhengjian Permit [2024] No. 479), the Company publicly issued 28.92 million ordinary shares (A shares) at a par value of RMB 1.00 per share and an issue price of RMB 21.23 per share. The total amount of raised funds was RMB 613.9716 million. After deducting issuance expenses of RMB 69.0454 million (excluding value-added tax), the net amount of funds actually raised by the Company was RMB 544.9262 million.
The raised funds were transferred to the special account for raised funds on October 21, 2024. Zhaoye Certified Public Accountants (Special General Partnership) ("Zhaoye") audited the arrival of the raised funds and issued the "Audit Report on the Raised Funds of Suzhou Tianmai Thermal Technology Co., Ltd.'s Initial Public Offering" (Su Gong W [2025] B075) on October 21, 2024 (hereinafter referred to as the "Audit Report").
The Company has stored the raised funds in a special account as required, and has signed the "Tripartite Supervision Agreement for Raised Funds" with the sponsor and the commercial bank where the raised funds are deposited.
Due to the Company's use of part of the over-raised funds to increase capital for its wholly-owned subsidiary to invest in new projects, the wholly-owned subsidiary, Zhenzhou Tianmai Thermal Technology Co., Ltd. ("Zhenzhou Tianmai"), has opened a special account for raised funds. The Company and Zhenzhou Tianmai have signed the "Quadrupartite Supervision Agreement for Raised Funds" with the sponsor and the commercial bank where the raised funds are deposited.
II. Situation of Raised Funds Investment Projects
According to the Company's "Prospectus for Initial Public Offering of Stocks and Listing on the ChiNext Market", the "Proposal on Using Part of Over-Raised Funds to Permanently Supplement Working Capital" and the "Proposal on Using Part of Over-Raised Funds to Increase Capital for Wholly-Owned Subsidiary to Invest in New Projects" deliberated and approved at the sixth meeting of the third board of directors, the "Proposal on Adjusting the Internal Investment Structure of Some Raised Fund Investment Projects and Postponing Some Raised Fund Investment Projects" deliberated and approved at the eighth meeting of the third board of directors, and the "Announcement on Using Over-Raised Funds to Provide Loans to Wholly-Owned Subsidiary for Implementation of Raised Fund Investment Projects" deliberated and approved at the tenth meeting of the third board of directors, the net amount of raised funds after deducting issuance expenses from the initial public offering of stocks is used to invest in the following projects:
Unit: RMB million