Smartway: Ernst & Young Huaming Certified Public Accountants (Special General Partnership) on the assurance report on the deposit and actual use of SmartSens raised funds in 2024
DATE:  Apr 19 2025

SmartSens (Shanghai) Electronic Technology Co., Ltd

Assurance report on the deposit and actual use of raised funds

2024 year

SmartSens (Shanghai) Electronic Technology Co., Ltd

Table of Contents

page

1. Assurance report on the deposit and actual use of raised funds 1 - 2

2. SmartSens (Shanghai) Electronic Technology Co., Ltd

Special Report on the Deposit and Actual Use of Raised Funds in 2024 3 - 11

Assurance report on the deposit and actual use of raised funds

Ernst & Young Huaming (2025) No. 70044970_B02

SmartSens (Shanghai) Electronic Technology Co., Ltd

Board of Directors of SmartSens (Shanghai) Electronic Technology Co., Ltd.:

We have been entrusted to raise funds for the 2024 annual fundraising of SmartSens (Shanghai) Electronic Technology Co., Ltd. attached below

The special report on the deposit and actual use of the funds (the "Special Report on the Raised Funds") was verified. In accordance with the Listing

Corporate Regulatory Guidelines No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, Shanghai Securities Exchange

Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 1 - Standardized Operation" and related format guidelines for the preparation of fundraising

and warrant that the content is true, accurate and complete, and that there are no false records, misleading statements or material omissions

The responsibility of the board of directors of SmartSens (Shanghai) Electronic Technology Co., Ltd. Our responsibility is to perform the assurance work

On the basis of the independent issuance of the special report on the raised funds.

We comply with the Chinese Certified Public Accountants Other Assurance Practice Standard No. 3101 – Historical Financial Information Audit or

Assurance Engagements Other than Review" are carried out in accordance with the provisions of the Assurance Engagement. The Code requires us to plan and execute assurance work,

Obtain reasonable assurance as to whether there is no material misstatement in the special report on the raised funds. In the assurance process, we implemented:

This includes understanding, spot checks, checks, and other procedures that we deem necessary. We believe that our assurance work is the only way to do it

The table provides a sound basis.

We believe that SmartSens (Shanghai) Electronic Technology Co., Ltd.'s special report on fund-raising is in all significant

In accordance with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies",

Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board of the Shanghai Stock Exchange No. 1 – Standardized Operation and related format guidelines

The preparation truthfully reflects the deposit and reality of the raised funds of SmartSens (Shanghai) Electronic Technology Co., Ltd. in 2024

international usage.

This report is only for the purpose of SmartSens (Shanghai) Electronic Technology Co., Ltd. to disclose the 2024 annual report

For other purposes.

A member firm of Ernst & Young Global Limited

Assurance Report on the Deposit and Actual Use of Raised Funds (continued)

Ernst & Young Huaming (2025) No. 70044970_B02

SmartSens (Shanghai) Electronic Technology Co., Ltd

(There is no text on this page)

Ernst & Young Huaming Certified Public Accountants (Special General Partnership) Chinese Certified Public Accountant: Yang Xiaoyan

Chinese Certified Public Accountant: Wang Runxin

Beijing, China, April 18, 2025

A member firm of Ernst & Young Global Limited

Special report on the deposit and actual use of raised funds

2024 year

1. Basic information of the funds raised

(1) The actual amount of funds raised and the availability of funds

With the approval of the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of the Initial Public Offering of Smartway (Shanghai) Electronic Technology Co., Ltd." (Zheng Jian Xu Xu [2022] No. 636), Smartway (Shanghai) Electronic Technology Co., Ltd. (hereinafter referred to as the "Company" or "Shanghai Smartway") publicly issued 40,010,000 RMB ordinary shares (A shares) to the public at an issue price of RMB 31.51 per share, raising a total of RMB 1. RMB260,715,100.00, deducting the sponsorship and underwriting fees of the underwriter of RMB63,035,755.00, deducting other external expenses directly related to the issuance of equity securities of RMB23,461,118.52 (including: audit fees and capital verification fees of RMB9,000,000.00, attorney fees of RMB9,000,000.00, information disclosure fees of RMB4,716,981.13 for the issuance, RMB 744,137.39 for issuance fees and material production fees).

The net proceeds amounted to RMB1,174,218,226.48. The above-mentioned raised funds were in place on May 17, 2022,

It has been verified by Ernst & Young Huaming Certified Public Accountants (Special General Partnership) and issued the Ernst & Young Huaming (2022) Verification No. 61555491_B03 Capital Verification Report.

(2) The use and balance of the funds raised in 2024

As of December 31, 2024, the funds raised by the company's first public offering of shares to the public have been fully used

Complete; The bank accounts of the raised funds that have not yet been closed have been closed in January 2025, and due to the bank interest settlement date

It is the 20th or 21st of the end of the quarter, and some bank accounts dedicated to raising funds will be added on December 21 or 22, 2024

The interest settlement for the period up to the date of closure in January 2025, after deducting handling fees, is $1,631.71 and has been used to replenish the liquidity permanently

Funds and uses.

I. Basic Information on Funds Raised (continued)

(2) Use and balance of raised funds in 2024 (continued)

The use and balance of the proceeds are as follows:

Item Amount (RMB)

The total amount of funds raised is 1,260,715,100.00

Less: Sponsor underwriting fee 63,035,755.00

The total amount of funds actually raised received was 1,197,679,345.00

Less: Other issuance expenses 23,461,118.52

The net amount of funds raised was 1,174,218,226.48

Less: 760,351,114.78 self-raised funds that have been invested in the fund-raising projects in advance were replaced by raised funds

Less: Expenditure on fund-raising projects was 414,342,634.19

Less: Handling fee 3,937.07

Plus: Interest income 7,246,450.69

Less: Savings from raised funds permanently replenished liquidity 6,766,991.13

The closing balance of the funds raised is 0.00

2. Management of raised funds

(1) Management of the funds raised

In order to standardize the management of the company's raised funds, improve the efficiency of the use of raised funds, and protect the interests of small and medium-sized investors, the company has formulated the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" issued by the China Securities Regulatory Commission, "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant laws, regulations and normative documents, combined with the actual situation of the company. Smartway (Shanghai) Electronic Technology Co., Ltd. raised funds management system", on the deposit, use, management and supervision of raised funds have made specific and clear provisions.

In May 2022, the Company and the sponsor, China Securities Co., Ltd. (hereinafter referred to as "CSC

The Tripartite Supervision Agreement on the Storage of Raised Funds was signed with Shanghai Rural Commercial Bank Co., Ltd., Shanghai Pilot Free Trade Zone Branch, Ping An Bank Co., Ltd. Shanghai Branch, DBS Bank (China) Co., Ltd. Shanghai Branch, Bank of China Co., Ltd. Shanghai Xuhui Sub-branch, Industrial Bank Co., Ltd. Shanghai North Sub-branch and China CITIC Bank Co., Ltd. Shanghai Branch. The Company, its wholly-owned subsidiary, Shanghai Smartway Integrated Circuit Co., Ltd., and the sponsor, China Securities Construction Investment, and Bank of Hangzhou Co., Ltd. Shanghai Branch jointly signed the Tripartite Supervision Agreement on the Storage of Raised Funds in Special Accounts.

II. Management of Raised Funds (continued)

(i) Management of the funds raised (continued)

In July 2022, the Company held the 10th meeting of the first session of the Board of Directors and the 9th meeting of the first session of the Board of Supervisors.

The "Proposal on Increasing the Implementation Entities of Fund-raising and Investment Projects" was reviewed and approved, and it was agreed to adjust the "R&D" of the investment projects of raised funds

The implementation of the "Central Equipment and System Construction Project" and the "CMOS Image Sensor Chip Product Upgrade and Industrialization Project".

The main body has been added to Smartway (Shanghai) Electronic Technology Co., Ltd. and Shanghai SmartSens Integrated Circuit Co., Ltd

Implementing entity; The "Proposal on Adjusting the Amount of Raised Funds to be Invested in Investment Projects of Raised Funds" was deliberated and passed

It is intended to adjust the amount of funds to be invested in the investment project of the raised funds. In October 2022, the company held its first meeting

The 14th meeting of the board of directors and the 13th meeting of the first board of supervisors reviewed and approved the "On Changing the Raised Funds".

Proposal to invest in the implementation of the project and use the raised funds to increase the capital of the subsidiary", agreed to raise the investment project "Smartway (Kun

Shan) Electronic Technology Co., Ltd. image sensor chip test project "The main body of implementation is SmartWell (Kunshan) Electronic Technology

The company was changed to Kunshan Smartway Integrated Circuit Co., Ltd., and the name of the fundraising project was changed to "Image Sensing".

device chip test project", agreed that the company will use the raised funds of RMB 30 million to Kunshan Scitech, a wholly-owned subsidiary

Wei Integrated Circuit Co., Ltd. increased its capital to implement the business related to the image sensor chip test project.

In order to ensure the safety of the use of the raised funds, in October 2022, the Company and its wholly-owned subsidiary, Kunshan Smartway, integrated electricity

Lu Co., Ltd. opened a special account for the deposit of raised funds, and sponsored by China Merchants Bank Co., Ltd. Shanghai Anting Branch

The institution, China Securities Construction Investment, signed the "Four-Party Supervision Agreement on the Storage of Raised Funds".

As of December 31, 2024, there is no overlap between the above-mentioned regulatory agreement and the model regulatory agreement of the Shanghai Stock Exchange

There is a big difference, and the regulatory agreement is being fulfilled normally. The Company has strictly complied with the above agreements when using the raised funds

The certificate is earmarked.

(2) The storage of the special account for the raised funds

As of December 31, 2024, the storage of the special account for raised funds of the Company and its subsidiaries is as follows:

Amount Remarks

Company Bank Name Bank Account Number

(RMB)

SmartSens (Shanghai) Electronic Technology Co., Ltd. Bank of Hangzhou Co., Ltd. Shanghai Branch 3101040160002165394 - Closed

SmartSens (Shanghai) Electronic Technology Co., Ltd. Bank of Hangzhou Co., Ltd. Shanghai Branch 3101040160002165402 - Closed

SmartSens (Shanghai) Electronic Technology Co., Ltd. Shanghai Rural Commercial Bank Co., Ltd. Shanghai Pilot Free Trade Zone Branch 50131000895526847 - Note

SmartSens (Shanghai) Electronic Technology Co., Ltd. Ping An Bank Co., Ltd. Shanghai Branch 15655388888808 - Note

SmartSens (Shanghai) Electronic Technology Co., Ltd. China Merchants Bank Co., Ltd. Shanghai Anting Sub-branch 121935449810507 - Note

SmartSens (Shanghai) Electronic Technology Co., Ltd. DBS Bank (China) Co., Ltd. Shanghai Branch 30020164388 - Closed

SmartSens (Shanghai) Electronic Technology Co., Ltd. Bank of China Co., Ltd. Shanghai Xuhui Sub-branch 454682861761 - Closed

SmartSens (Shanghai) Electronic Technology Co., Ltd. Industrial Bank Co., Ltd. Shanghai North Branch 216200100151688213 - Note

SmartSens (Shanghai) Electronic Technology Co., Ltd. China CITIC Bank Co., Ltd. Shanghai Branch 8110201012601459859 - Note

Kunshan Smartway Integrated Circuit Co., Ltd. China Merchants Bank Co., Ltd. Shanghai Anting Sub-branch 121943335310358 - Note

Total-

Note: The rest of the special accounts for raising funds have been closed in January 2025.

3. The actual use of the funds raised during the year

(1) The use of funds for investment projects (hereinafter referred to as "fundraising projects").

As of December 31, 2024, the actual use of the Company's raised funds is detailed in "Schedule 1: 2024".

Comparison Table of the Use of Raised Funds".

(2) Advance investment and replacement of fund-raising projects

On July 8, 2022, the Company held the 10th meeting of the first session of the Board of Directors and the 9th meeting of the first session of the Board of Supervisors

At the meeting, the "Proposal on Using Raised Funds to Replace Pre-invested Self-Raised Funds" was deliberated and approved, and it was agreed that the company would use 760.3511 million yuan of raised funds to replace the self-raised funds invested in the investment projects of pre-raised funds. The independent directors of the Company expressed their unequivocal agreement on the above matters, and the sponsor, China Securities Construction Investment, issued a verification opinion with no objection. Ernst & Young Huaming Certified Public Accountants (Special General Partnership) conducted a special review of the above-mentioned investment projects with self-raised funds in advance, and issued a special assurance report on the investment projects of SmartSens (Shanghai) Electronic Technology Co., Ltd. with self-raised funds in advance (Ernst & Young Huaming (2022) No. 61555491_B07

No.). As of December 31, 2022, the above amounts have been replaced and transferred.

In 2024, the Company did not have any pre-investment and replacement of raised funds in investment projects.

(iii) Temporary replenishment of liquidity with idle raised funds

As of December 31, 2024, the Company did not temporarily replenish liquidity with idle raised funds

Condition.

(4) Cash management of idle raised funds and investment in related products

On August 25, 2023, the Company held the 17th meeting of the first board of directors and the 15th meeting of the first board of supervisors

At the meeting, the "Proposal on the Use of Temporarily Idle Raised Funds for Cash Management" was deliberated and approved, and it was agreed that the company and its subsidiaries intend to use the maximum RMB reasonably without affecting the normal investment plan of the raised funds

$65 million of temporarily idle proceeds for cash management, with a period of no more than 12 months, starting from September 2023

Valid for 12 months from January 1. Within the scope of the aforementioned quota and use period, the funds can be used on a rolling basis. The independent directors of the Company, the Board of Supervisors, and the sponsor China Securities Construction Investment have respectively expressed their clear agreement on this.

On August 23, 2024, the Company held the third meeting of the second session of the Board of Directors and the second session of the Board of Supervisors

At the third meeting, the "Proposal on the Use of Temporarily Idle Raised Funds for Cash Management" was deliberated and approved, and it was agreed that the company and its subsidiaries intend to use the maximum RMB reasonably without affecting the normal progress of the investment plan of the raised funds

$30 million of temporarily idle raised funds for cash management, with a period of no more than 12 months, starting from September 2024

Valid for 12 months from January 1. Within the scope of the aforementioned quota and use period, the funds can be used on a rolling basis. The Board of Supervisors of the Company and the sponsor of the Company, China Securities Construction Investment, have respectively expressed their clear consent to this.

III. Actual Use of Funds Raised During the Year (Continued)

(4) Cash management of idle raised funds and investment in related products (continued)

As of December 31, 2024, the Company and its subsidiaries did not use idle raised funds for cash

management.

In 2024, the Company and its subsidiaries obtained a gain of RMB505,500 from cash management using idle raised funds.

(5) The use of over-raised funds to permanently replenish working capital or repay bank loans

As of December 31, 2024, the Company has not used over-raised funds to permanently replenish liquidity or return silver

in the case of bank loans.

(6) The use of over-raised funds for projects under construction and new projects (including the acquisition of assets, etc.).

As of December 31, 2024, the Company has no over-raised funds for projects under construction and new projects (including:

acquisition of assets, etc.

(vii) Use of surplus funds raised

On December 26, 2024, the Company disclosed www.sse.com.cn the "About

Announcement on the Completion of the Fundraising Project and the Permanent Replenishment of Liquidity with the Surplus Raised Funds", as of December 18, 2024,

The Company's fund-raising projects "R&D Center Equipment and System Construction Project", "Image Sensor Chip Test Project" and "CMOS Image Sensor Chip Upgrade and Industrialization Project" have all reached the predetermined state of use, and the Company has decided to close them

Item. As of December 31, 2024, the company has raised a total of 6.767 million yuan, which has been used for permanent compensation

Replenish liquidity and use it up. In addition, since the bank interest settlement date is the 20th or 21st at the end of the quarter, part of the funds raised

Interest will be deducted from the new account account for the period from December 21, 2024 or 22 December 2024 to January 2025

After deducting the handling fee, it is 1,631.71 yuan, which has been used to permanently replenish liquidity and has been used.

(8) Other circumstances regarding the use of raised funds

As of December 31, 2024, the Company has no other circumstances regarding the use of the proceeds.

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