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Table of Contents
1. Capital verification report ...... pp. 1-3
Annex ...... pp. 4—11
(1) Comparison table before and after the change of registered capital and paid-in share capital ...... Page 4
(2) Explanation of capital verification matters ...... pp. 5-7
(3) A copy of the firm's practice certificate...... Page 8
(4) A copy of the business license of the firm...... p. 9
(5) A copy of the practice certificate of the certified public accountant of the firm...... pp. 10-11
Capital Verification Report
Tianjian Test [2025] No. 3-16
Shenzhen BIWIN Storage Technology Co., Ltd.:
We have been entrusted to verify your company's new registered capital as of 9 a.m. on April 3, 2025
and paid-up share capital. It is the responsibility of all investors and your company to make capital contributions in accordance with the requirements of laws and regulations, agreements and articles of association, to provide true, legal and complete capital verification information, and to protect the safety and integrity of assets. Our responsibility is to issue an opinion on the new registered capital and paid-in share capital of your company. Our audit was conducted in accordance with the Chinese Certified Public Accountants Auditing Standard No. 1602 - Capital Verification. During the inspection process, we carry out the necessary verification procedures such as inspections based on the actual situation of your company.
The original registered capital of your company was RMB 431,240,342.00 and the paid-in share capital was RMB 431,240,342.00. According to the resolutions of the 10th meeting of the 3rd Board of Directors of your company, the 4th Extraordinary General Meeting of Shareholders in 2023, the 18th meeting of the 3rd Board of Directors, the 2023 Annual General Meeting of Shareholders, the 24th meeting of the 3rd Board of Directors and the 4th Extraordinary General Meeting of Shareholders in 2024, your company applies for approval of the application to UBS AG, Caitong Fund Management Co., Ltd., GF Securities Co., Ltd., Guotai Fund Management Co., Ltd., Guotai Junan Securities Co., Ltd., He Wei, Hubei High-tech Investment Holding Investment Co., Ltd., Hunan Qingyan Venture Capital Management Co., Ltd. - Qingyan Zhixuan No. 40 Private Securities Investment Fund, Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd."), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management - Industrial and Commercial Bank of China - Huatai Asset Private Placement New Opportunity Asset Management Product"), Huatai Asset Management Co., Ltd. (on behalf of Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio"), China Asset Management Co., Ltd., Jiang Mihong, Lu Wei, Nord Fund Management Co., Ltd., Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership), Qingdao Guoxin Technology Industry Investment Fund Partnership (Limited Partnership), Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited Partnership), Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership), Wu Xiufang, Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership),
CITIC Securities Asset Management Co., Ltd. and Zhou Zhengxian increased the registered capital by RMB 30,025,284.00 by private placement of RMB ordinary shares (A shares), and the changed registered capital was RMB 461,265,626.00. According to the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of Shenzhen BIWIN Storage Technology Co., Ltd. to Issue Shares to Specific Targets" (Zheng Jian Xu Xu [2025] No. 447), your company is approved to provide information to UBS AG, Caitong Fund Management Co., Ltd., GF Securities Co., Ltd., Guotai Fund Management Co., Ltd., Guotai Junan Securities Co., Ltd., He Wei, Hubei High-tech Investment Holding Investment Co., Ltd., Hunan Qingyan Venture Capital Management Co., Ltd. - Qingyan Zhixuan 40 Private Securities Investment Fund, Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd."), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management - Industrial and Commercial Bank of China - Huatai Asset Private Placement New Opportunity Asset Management Product"), Huatai Asset Management Co., Ltd. (on behalf of "Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio"), Huaxia Fund Management Co., Ltd., Jiang Mihong, Lu Wei, Nord Fund Management Co., Ltd., Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership), Qingdao Guoxin Science and Technology Industry Investment Fund Partnership (Limited Partnership), Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited Partnership), Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership), Wu Xiufang, Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership), CITIC Securities Asset Management Co., Ltd., Zhou Zhengxian issued RMB ordinary shares (A shares) in a private placement
30,025,284 shares, par value of RMB1 per share, at an issue price of RMB63.28 per share, which can raise funds
The total amount is $1,899,999,971.52. After our verification, as of 9 o'clock on April 3, 2025, your father
The company has actually made payments to UBS AG, Caitong Fund Management Co., Ltd., GF Securities Co., Ltd., Guotai Fund Management Co., Ltd., Guotai Junan Securities Co., Ltd., He Wei, Hubei High-tech Investment Holding Investment Co., Ltd., Hunan Qingyan Venture Capital Management Co., Ltd. - Qingyan Zhixuan No. 40 Private Securities Investment Fund, Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership), Huatai Asset Management Co., Ltd. (on behalf of Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd.), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management - ICBC - Huatai Asset Management Product of New Opportunities for Private Placement"), Huatai Asset Management Co., Ltd. (on behalf of "Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio"), Huaxia Fund Management Co., Ltd., Jiang Mihong, Lu Wei, Nord Fund Management Co., Ltd., Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership), Qingdao Guoxin Science and Technology Industry Investment Fund Partnership (Limited Partnership), Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited Partnership), Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership), Wu Xiufang, Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund
Partnership (Limited Partnership), CITIC Securities Asset Management Co., Ltd., and Zhou Zhengxian issued RMB ordinary
30,025,284 shares (A shares), with a total amount of RMB 1,899,999,971.52 to be raised, minus issuance
After the bank fee of RMB29,314,551.81, the net proceeds amounted to RMB1,870,685,419.71. Among them, the paid-in share capital is included in RMB 30,025,284.00 yuan, and the capital reserve (share capital premium) is 1,840,660,135.71 yuan.
At the same time, we note that the registered capital of your company before this capital increase is RMB 431,240,342.00, and the paid-in share capital is RMB 431,240,342.00, which has been verified by our firm and will be established by our firm in 2024
On August 29, the "Capital Verification Report" (Tianjian Yan [2024] No. 3-26) was issued. As of April 3, 2025
As of 9 o'clock, the registered capital after the change is RMB 461,265,626.00, and the cumulative paid-in share capital is RMB 461,265,626.00.
This capital verification report is used by your company to apply for the registration of changes in registered capital and paid-in share capital and to issue capital contribution certificates to all investors, and should not be regarded as a guarantee for your company's capital preservation, solvency and ability to continue operations after the capital verification report. The consequences caused by improper use have nothing to do with the certified public accountants and the accounting firm who perform the capital verification business.
Attachments:1. Comparison table before and after the change of registered capital and paid-in share capital
2. Description of capital verification
3. A copy of the practice certificate of the firm
4. A copy of the business license of the firm
5. A copy of the practice certificate of the certified public accountant of the firm
Tianjian Certified Public Accountants (Special General Partnership) Chinese Certified Public Accountants:
Hangzhou, China Chinese Certified Public Accountants:
April 3, 2025
Explanation of capital verification matters
First, the basic situation
Shenzhen BIWIN Storage Technology Co., Ltd. (hereinafter referred to as your company) is a subsidiary of Shenzhen BIWIN Storage Technology
Co., Ltd. was established as a joint stock limited company by restructuring and change as a whole, and obtained Shenzhen on August 19, 2016
A business license with a unified social credit code of 91440300561500443T issued by the Municipal Administration for Market Regulation. The original registered capital was RMB 431,240,342.00, equivalent to a total of 431,240,342 shares (par per share).
value of 1 yuan), of which 113,936,000 shares are tradable under restricted conditions, accounting for 26.42% of the total shares; not
317,304,342 shares were restricted and outstanding, representing 73.58% of the total number of shares. According to the 10th meeting of the 3rd session of the board of directors of your company, the 4th extraordinary general meeting of shareholders in 2023, the 18th meeting of the 3rd board of directors, the 2023 annual general meeting of shareholders, the 24th meeting of the 3rd board of directors and the 4th extraordinary general meeting of shareholders in 2024, your company applied for an increase in the registered capital of RMB 30,025,284.00, and the changed registered capital is RMB 461,265,626.00.
2. Provisions on capital contribution of new capital
According to the resolutions of the 10th meeting of the 3rd Board of Directors of your company, the 4th Extraordinary General Meeting of Shareholders in 2023, the 18th meeting of the 3rd Board of Directors, the 2023 Annual General Meeting of Shareholders, the 24th meeting of the 3rd Board of Directors and the 4th Extraordinary General Meeting of Shareholders in 2024, your company applies for approval of the application to UBS AG, Caitong Fund Management Co., Ltd., GF Securities Co., Ltd., Guotai Fund Management Co., Ltd., Guotai Junan Securities Co., Ltd., He Wei, Hubei High-tech Investment Holding Investment Co., Ltd., Hunan Qingyan Venture Capital Management Co., Ltd. - Qingyan Zhixuan No. 40 Private Securities Investment Fund, Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd."), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management - Industrial and Commercial Bank of China - Huatai Asset Private Placement New Opportunity Asset Management Product"), Huatai Asset Management Co., Ltd. (on behalf of Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio"), China Asset Management Co., Ltd., Jiang Mihong, Lu Wei, Nord Fund Management Co., Ltd., Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership), Qingdao Guoxin Technology Industry Investment Fund Partnership (Limited Partnership), Shanghai Shenchuang Industry City Private
Raising Fund Partnership (Limited Partnership), Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership), Wu Xiufang, Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership), CITIC Securities Asset Management Co., Ltd., and Zhou Zhengxian issued 30,025,284 RMB ordinary shares (A shares) to increase the registered capital by RMB 30,025,284.00. According to the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of Shenzhen BIWIN Storage Technology Co., Ltd. to Issue Shares to Specific Objects" (Zheng Jian Xu Xu [2025] No. 447), your company has submitted funds to UBS AG, Caitong Fund Management Co., Ltd., GF Securities Co., Ltd., Guotai Fund Management Co., Ltd., Guotai Junan Securities Co., Ltd., He Wei, Hubei High-tech Investment Control Investment Co., Ltd., Hunan Qingyan Venture Capital Management Co., Ltd. - Qingyan Zhixuan 40 Private Securities Investment Fund, Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd."), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management - Industrial and Commercial Bank of China - Huatai Asset Private Placement New Opportunity Asset Management Product"), Huatai Asset Management Co., Ltd. (on behalf of "Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio"), Huaxia Fund Management Co., Ltd., Jiang Mihong, Lu Wei, Nord Fund Management Co., Ltd., Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership), Qingdao Guoxin Technology Industry Investment Fund Partnership (Limited Partnership), Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited Partnership), Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership), Wu Xiufang, Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership), CITIC Securities Asset Management Co., Ltd., Zhou Zheng
Xian issued 30,025,284 RMB ordinary shares (A shares) by way of private placement, with a par value of 1 yuan per share.
The issue price was RMB63.28 per share, and the total proceeds were RMB1,899,999,971.52. After the issuance, the registered capital of your company is RMB 461,265,626.00, with a par value of RMB 1 per share, which is equivalent to a total of 461,265,626 shares. Among them: 143,961,284 shares are tradable under restricted sale conditions, accounting for 31.21% of the total number of shares, and 317,304,342 shares are tradable under unrestricted conditions, accounting for 68.79% of the total number of shares. The net amount of the total amount of funds raised after deducting the issuance expenses exceeds the newly added registered capital and is included in the capital reserve (equity premium).
3. Examination results
As of 9 a.m. on April 3, 2025, your company has actually made a request to UBS AG and Caitong Fund Management Co., Ltd
Company, GF Securities Co., Ltd., Guotai Fund Management Co., Ltd., Guotai Junan Securities Co., Ltd., He Wei, Hubei High-tech Investment Control Investment Co., Ltd., Hunan Light Salt Venture Capital Management Co., Ltd
-Qingyan Zhixuan No. 40 Private Securities Investment Fund, Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd."), Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management - ICBC - Huatai Asset Private Placement New Opportunity Asset Management Product"), Huatai Asset Management Co., Ltd. (on behalf of "Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio"), Huaxia Fund Management Co., Ltd., Jiang Mihong, Lu Wei, Nord Fund Management Co., Ltd., Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership), Qingdao Guoxin Science and Technology Industry Investment Fund Partnership (Limited Partnership), Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited Partnership), Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership), Wu Xiufang, Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership), CITIC Securities Asset Management Co., Ltd. and Zhou Zhengxian issued 30,025,284 RMB ordinary shares (A shares) with a par value of RMB 1 per share and an issue price of RMB 63.28 per share, with a total amount of RMB 1,899,999,971.52 to be raised. The funds raised after deducting the underwriting fee of 22,989,999.66 yuan and the unpaid sponsor fee of 800,000.00 yuan are
RMB 1,876,209,971.86 has been issued by the lead underwriter Huatai United Securities Co., Ltd. in April 2025
On the 2nd, it will be remitted to your company's RMB account with 755919263110006 account number opened at China Merchants Bank Co., Ltd. Shenzhen North Railway Station Sub-branch.
After deducting 29,314,551.81 yuan of sponsor underwriting fees, lawyer fees, audit fees, statutory information disclosure and other issuance expenses, the net amount of funds raised by your company this time is 1,870,685,419.71 yuan, of which 30,025,284.00 yuan is included in the paid-in share capital and 1,840,660,135.71 is included in the capital reserve (share capital premium).
Yuan. Your company has been recorded on April 3, 2025 with Billing Voucher No. 250400001. Together with this hair
The original paid-in share capital of your company before the stock is 431,240,342.00 yuan, and the cumulative paid-in share capital of your company after the issuance is 461,265,626.00 yuan, of which 143,961,284 shares are tradable shares with limited sale conditions, accounting for 31.21% of the total number of shares, and 317,304,342 shares are tradable shares with unrestricted sale conditions, accounting for 68.79% of the total number of shares.
4. Other matters
In addition, we note that the total issuance expenses declared by your company are 29,314,551.81 yuan, and the total actual issuance expenses are 29,314,551.81 yuan, including 25,489,999.66 yuan of sponsorship and underwriting fees, 1,669,811.32 yuan of lawyer fees, 1,400,000.00 yuan of audit and capital verification fees, 632,075.47 yuan of information disclosure fees for this offering, issuance handling fees and other expenses $122,665.36.
This copy is only for the purpose attached to the report of Tianjian Yan [2025] No. 3-16 of Shenzhen BIWIN Storage Technology Co., Ltd., which proves that Tianjian Certified Public Accountants (Special General Partnership) has legal practice qualifications, and other uses are invalid and shall not be passed on without authorization.
This copy is only for the purpose attached to the report of Shenzhen BIWIN Storage Technology Co., Ltd. Tianjian [2025] No. 3-16
Tomorrow Jian Certified Public Accountants (Special General Partnership) operates legally, and his use is invalid and shall not be passed on without authorization.
This copy is only for the purpose attached to the report of Shenzhen BIWIN Storage Technology Co., Ltd. Tianjian Yan [2025] No. 3-16, which proves that Chen Xiao is a Chinese certified public accountant, and his use is invalid and shall not be disseminated without authorization.
This copy is only for the purpose attached to the report of Tianjian Yan [2025] No. 3-16 of Shenzhen BIWIN Storage Technology Co., Ltd., which proves that Lei Lina is a Chinese certified public accountant, and his use is invalid and shall not be passed on without authorization.
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