Junzheng Co., Ltd.: Verification opinions of Zhongde Securities Co., Ltd. on Beijing Junzheng Integrated Circuit Co., Ltd.’s use of raised funds to replace part of the funds paid for investment projects using its own funds
Zhongde Securities Co., Ltd.
About Beijing Junzheng Integrated Circuit Co., Ltd. to raise funds for replacement
Verification opinions on part of the funds paid for investment projects using own funds
Zhongde Securities Co., Ltd. (hereinafter referred to as "Zhongde Securities" or the "Independent Financial Advisor") serves as the independent financial consultant for Beijing Junzheng Integrated Circuit Co., Ltd. (hereinafter referred to as "Beijing Junzheng", the "listed company" or the "Company") to issue shares to purchase assets and raise supporting funds (hereinafter referred to as the "raised funds"). No. 2 - Standardized Operation of GEM Listed Companies" and "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations have verified the situation in which Beijing Junzheng used raised funds to replace part of the funds paid for investment projects using its own funds. The specific situation is as follows:
1. Basic information on raising funds
According to the "Reply on the Approval of Beijing Junzheng Integrated Circuit Co., Ltd.'s Issuance of Shares to Beijing Yitang Semiconductor Industry Investment Center (Limited Partnership) and Others to Purchase Assets and Raise Supporting Funds" (CSRC License [2019] No. 2938) issued by the China Securities Regulatory Commission, the company issued 18,181,818 RMB ordinary shares (A shares) to specific objects at an issue price of 82.5 Yuan/share, the total amount of funds raised is RMB 1,499,999,985.00. The receipt of the above-mentioned raised funds has been verified by Beijing Xinghua Accounting Firm (Special General Partnership), and the [2020] Jinghuixingyanzi No. 01000005 "Capital Verification Report of Beijing Junzheng Integrated Circuit Co., Ltd." was issued on August 31, 2020.
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has established a special account for raised funds. After the raised funds arrive, they have all been deposited in a special account for raised funds opened with the approval of the company's board of directors. The listed company and its subsidiaries have signed a three-party and four-party supervision agreement for raised funds with Cathay Haitong Securities Co., Ltd., Zhongde Securities, and the commercial bank where the raised funds are deposited.
2. Investment projects with raised funds
According to the relevant content of the listed company's "Special Report on the Storage, Management and Use of Raised Funds in 2025", the funds raised this time will not exceed 1.50 billion yuan, and the net raised funds after deducting issuance expenses will all be used for the following projects:
Unit: RMB 10,000 Serial number Project name Amount of investment of raised funds 1 Cash consideration to pay part of the company's major asset restructuring 115,949.00 2 A new generation of high-speed memory chip R&D project for smart cars 16,151.00 3 A network chip R&D project for smart cars and smart cities 17,900.00
Total 150,000.00
- The reason why this time the raised funds are used to replace part of the funds paid for the investment projects with own funds.
According to Paragraph 2 of Article 15 of the "Regulations on the Supervision of Funds Raised by Listed Companies": "During the implementation of investment projects with raised funds, in principle, funds should be paid directly with raised funds. If it is really difficult to pay with raised funds in matters such as paying personnel salaries, purchasing overseas products and equipment, etc., replacement can be implemented within six months after payment with self-raised funds."
During the implementation of the raised investment project, it is necessary to pay the salary of R&D personnel (including personnel wages, social insurance, housing provident fund and other salary expenses), the purchase of overseas R&D tools and equipment, and overseas production expenses. If the raised funds are paid directly through a special account, the operability is poor. At the same time, in order to improve the efficiency of fund use and reduce financial costs, the company may pay in advance the relevant amounts for the investment project through foreign exchange payment, bank wire transfer, transfer check, etc. according to actual needs.
Based on the above situation, in order to ensure the smooth progress of the raised investment project and improve management and operational efficiency, during the implementation of the raised investment project, the company plans to use its own funds to pay part of the funds for the raised investment project first and then replace it with an equal amount of raised funds, that is, regularly transfer equal amounts of funds from the raised funds special account to the company's own capital account, and this part of the replacement funds will be regarded as funds used for the raised investment project.
- The operation process of using self-owned funds to pay part of the funds for the raised investment project and replacing it with the raised funds in equal amounts.
(1) Based on the implementation status of the raised investment project, the relevant departments will apply for payment of the funds related to the raised investment project in accordance with the payment process specified by the company. The financial department will make the payment with its own funds based on the approved payment application form.
(2) The company's financial department will compile statistics based on the implementation of the raised investment projects and use its own funds to pay the relevant amounts for the raised investment projects in advance. In accordance with the relevant approval procedures for the payment of raised funds, the relevant funds used for the raised investment projects paid with self-owned funds will be transferred from the raised funds account to the self-owned fund account of the entity implementing the raised investment project in equal amounts. The above-mentioned replacement matters will be completed within six months after the payment of the self-owned funds.
(3) The independent financial advisor and the financial advisor sponsor shall continue to supervise the exchange of equal amounts of raised funds, and may exercise supervisory power over the company through on-site inspections, written inquiries, etc. on a regular or irregular basis. The company and the bank where the raised funds are deposited shall cooperate with the independent financial advisor and the financial advisor sponsor in the verification and inquiry.
5. Basic information on the replacement of funds raised this time
Unit: ten thousand yuan order
Project name Planned replacement period Planned replacement amount number
Network chip research and development project for smart cars and smart cities March 21, 2026 to
1 249.86 items August 12, 2026
Total 249.86
6. Impact on company operations
According to the specific circumstances of the implementation of the investment project, the company uses its own funds to pay part of the funds for the investment project and then replaces it with the raised funds in equal amounts, which is conducive to improving the company's operational management efficiency and ensuring the smooth progress of the investment project. This matter complies with relevant regulations such as the "Supervision Rules for Funds Raised by Listed Companies" and "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies". It will not affect the normal implementation of the investment plan of the raised investment project, and there will be no disguised change in the direction of the raised funds or damage to the interests of shareholders.
7. Relevant review and approval procedures
On August 28, 2026, the company held the 14th meeting of the sixth board of directors and reviewed and approved the "Proposal on Substituting Raised Funds for Part of the Payments for Raised Investment Projects Paid with Own Funds". After deliberation, the Board of Directors believed that: There are reasonable reasons for the company to use raised funds to replace part of the funds for raised investment projects paid with own funds. The company has formulated specific operating procedures for this matter, which is conducive to improving the efficiency of fund use and will not affect the normal implementation of raised investment projects. There is no disguised change in the direction of raised funds investment and damage to the interests of shareholders. The board of directors agreed that the company would use the raised funds to replace part of the funds paid for the investment projects using its own funds.
8. Verification opinions of independent financial advisor
After verification, Zhongde Securities believes that: Beijing Junzheng’s replacement of part of the funds for the investment project with raised funds using its own funds has been reviewed and approved by the company’s board of directors, the necessary internal decision-making procedures have been performed, and specific operating procedures have been formulated, which is conducive to improving the efficiency of the use of funds, and is in compliance with the "Supervisory Rules for Raised Funds of Listed Companies" and "Shenzhen The provisions and requirements of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange's Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies, the Shenzhen Stock Exchange's GEM Stock Listing Rules, will not affect the normal implementation of fundraising projects, and there will be no disguised changes in the investment direction of raised funds or damage to the interests of shareholders. Zhongde Securities has no objection to the company's use of raised funds to replace part of the funds paid for the investment project with its own funds.
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Financial Advisor Sponsor:
Su Tianke Wan Gaofeng
Zhongde Securities Co., Ltd.
August 28, 2026