Zeyu Intelligence: assurance report and special instructions on the deposit and use of annual raised funds

Annual verification report on the deposit and use of raised funds

Zhong Hui Hui Hui Jian [2022] No. 0449 all shareholders of Jiangsu Zeyu Intelligent Power Co., Ltd.:

We have verified the attached special report on the deposit and use of raised funds in 2021 prepared by the management of Jiangsu Zeyu Intelligent Power Co., Ltd. (hereinafter referred to as Zeyu intelligent company).

1、 Restrictions on the users and purposes of the report

This assurance report is only used for the disclosure of Zeyu intelligent company’s annual report and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for the annual report of Zeyu intelligent company, submit it together with other documents and disclose it to the public.

2、 Responsibilities of management

The responsibility of the management of Zeyu intelligent company is to provide true, legal and complete relevant materials, prepare the special report on the deposit and use of raised funds in 2021 in accordance with the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and relevant format guidelines, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.

3、 Responsibilities of Certified Public Accountants

Our responsibility is to put forward the assurance conclusion on the special report on the deposit and use of raised funds in 2021 prepared by the management of Zeyu intelligent company on the basis of the implementation of the assurance work.

4、 Job overview

We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented audit procedures that we consider necessary, including understanding, inspection and verification. We believe that our assurance work provides a reasonable basis for expressing opinions.

5、 Assurance conclusion

We believe that the special report on the deposit and use of raised funds in 2021 prepared by the management of Zeyu intelligent company complies with the provisions of the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and relevant format guidelines, and truthfully reflects the actual deposit and use of raised funds of Zeyu intelligent company in 2021.

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Zhonghui Certified Public Accountants (special general partnership) Chinese certified public accountant: Huang Jijia

Hangzhou, China Certified Public Accountant: Chen Zhen

Report date: March 16, 2022

Jiangsu Zeyu Intelligent Power Co., Ltd

Special report on the deposit and use of raised funds in 2021

Shenzhen Stock Exchange:

According to the requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and relevant format guidelines issued by your office, the deposit and use of the company’s raised funds in 2021 are specially explained as follows:

1、 Basic information of raised funds

(1) Actual amount of raised funds and arrival time of funds

The company has been approved by the China Securities Regulatory Commission (CSRC) in zjxk [2021] No. 3104 document, and the lead underwriter Huatai United Securities Co., Ltd. adopts directional placement to strategic investors and offline inquiry placement to qualified investors through your system (hereinafter referred to as “offline issuance”) 33 million ordinary shares (A shares) in RMB were issued to the public through the combination of online pricing issuance (hereinafter referred to as “online issuance”) to social public investors holding non restricted A-Shares and the market value of non restricted depositary receipts in Shenzhen market. The issuance price was 43.99 yuan per share, and the total amount of funds raised was 145167 million yuan, After deducting 1033636 million yuan of underwriting Commission and recommendation fee of securities companies (the amount including tax of underwriting Commission and recommendation fee is 1044236 million yuan, the amount including tax of underwriting and recommendation fee paid in the early stage is 1.06 million yuan, and the amount including tax of the remaining part of this payment is 1033636 million yuan), the lead underwriter Huatai United Securities Co., Ltd. remitted it to the raised funds supervision account opened by the company in the following banks on December 3, 2021:

Account number amount of deposit bank (10000 yuan) Industrial And Commercial Bank Of China Limited(601398) Nantong Chengnan sub branch 111182212910018288877620.48 Agricultural Bank Of China Limited(601288) Nantong Gaodian sub branch 1071660104 Xiamen Sunrise Wheel Group Co.Ltd(002593) 437008.30 Industrial Bank Co.Ltd(601166) Nantong Chengdong sub branch 408801010010 Dhc Software Co.Ltd(002065) 41000000 China Zheshang Bank Co.Ltd(601916) Nantong Branch 306 Ping An Bank Co.Ltd(000001) 012012100527325.74 Bank Of Nanjing Co.Ltd(601009) Nantong Branch 06012300 Qingdao Hanhe Cable Co.Ltd(002498) 287612 total 13483064

The total issuance expenses (excluding tax) of the company is RMB 11971220666, including:

Project amount (10000 yuan) remarks

Sponsor underwriting fee 985128 – lawyer fee 584.91 – accountant fee 943.40 – Information Disclosure fee 490.57 – issuance Handling charges and other 101.07 issuance handling charges include the final stamp duty

Total 1197122

After deducting the total issuance expenses excluding value-added tax of RMB 1197122 million from the above-mentioned raised funds, the net amount of the company’s raised funds this time is RMB 13319578 million.

The availability of the above raised funds has been verified by Zhonghui Certified Public Accountants (special general partnership), which issued the capital verification report (Zhonghui kuaiyan [2021] No. 7850) on December 3, 2021.

(2) Use and balance of raised amount

As of December 31, 2021, the balance of the raised funds (including the net amount of interest income and cash management income deducting bank handling charges, the raised investment project funds that have not been replaced and the paid issuance expenses that have not been replaced) is 1219622200 yuan, of which the balance of the special account for raised funds is 21991800 yuan, and the balance of cash management with idle raised funds is 1197630400 yuan. The details are as follows:

No. project amount (10000 yuan) 1 total amount of raised funds 14516700 2 minus: 1123564 3 issuance expenses invested in raised project funds (including tax) 1208736 4 replacement of project funds invested in raised funds in advance 111550 5 replacement of paid issuance expenses (excluding tax) 410.52 6 plus: net amount of interest income and cash management income deducting handling charges 118.22 7 raised investment project payment for uncompleted replacement 111550 8 paid issuance expenses for uncompleted replacement (excluding tax) 410.52 9 balance of raised funds 12196222 9.1 of which: balance of special account for raised funds 219918 9.2 balance of cash management with idle raised funds 11976304

2、 Management of raised funds

(1) Management of raised funds

In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the interests of investors, the company, in accordance with the company law, the securities law and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) In accordance with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and in combination with the actual situation of the company, the company has formulated the measures for the administration of raised funds (hereinafter referred to as the “measures”). According to the management measures, the company adopts the special account storage system for the raised funds, establishes a special account for the raised funds in the bank, and together with the sponsor Huatai United Securities Co., Ltd., signed the tripartite supervision agreement for the raised funds with Industrial And Commercial Bank Of China Limited(601398) Nantong Chengnan sub branch, Agricultural Bank Of China Limited(601288) Nantong Gaodian sub branch, Industrial Bank Co.Ltd(601166) Nantong Chengdong sub branch, China Zheshang Bank Co.Ltd(601916) Nantong Branch and Bank Of Nanjing Co.Ltd(601009) Nantong Branch respectively, It defines the rights and obligations of all parties. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange. The company has strictly followed and performed the raised funds in order to facilitate the management and use of the raised funds and supervise their use, so as to ensure that the special funds are used for special purposes.

(2) Special account storage of raised funds

As of December 31, 2021, the company has five special accounts for raised funds, and the storage of raised funds is as follows (unit: RMB):

Deposit bank account number account category storage balance remarks

China Zheshang Bank Co.Ltd(601916) Co., Ltd. 306 Ping An Bank Co.Ltd(000001) 01201010210052 special account for raised funds 2127022005

Nantong Branch China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd

Limited company Nantong Chengnan 1111822129100182888 special account for raised funds 50000000-

Sub Branch China Agricultural Bank Of China Limited(601288) Co., Ltd

Nantong Gaodian Co., Ltd. 1071660104 Xiamen Sunrise Wheel Group Co.Ltd(002593) 4 special account for raised funds 21662769-

branch