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Guotai Haitong Securities Co., Ltd.
Regarding
Shenzhen Stock Exchange
"Inquiry Letter on the Application of Yingfang Microelectronics Co., Ltd. for Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds"
Verification Opinion on the Reply
Independent Financial Advisor
August 2026
Shenzhen Stock Exchange:
In accordance with the requirements of the "Inquiry Letter on the Application of Yingfang Microelectronics Co., Ltd. for Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds" (Inquiry Letter [2026] No. 130015) (hereinafter referred to as the "Inquiry Letter") issued by your exchange, Guotai Haitong Securities Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor" or "Guotai Haitong"), acting as the independent financial advisor for the reorganization of Yingfang Microelectronics Co., Ltd. (hereinafter referred to as the "Company," "Listed Company," or "Yingfang Micro"), has conducted a diligent verification and implementation of the issues listed in the Inquiry Letter. The relevant replies are explained as follows.
Unless otherwise specified, the definitions of terms or abbreviations in this verification opinion are the same as those in the reorganization report. The financial data and financial indicators cited in this verification opinion refer to the financial data under the consolidated statement caliber and the financial indicators calculated based on such financial data. The data listed in this verification opinion may have slight differences in the last digit due to rounding compared to the sum of the relevant individual items.
| Issues listed in the Inquiry Letter | Bold (Bold) | | Reply to issues in the Inquiry Letter, citations from the reorganization report | Song typeface | | Modifications and supplements to the reorganization report | Kai typeface (Bold) |
Table of Contents
Problem 1. Regarding the performance of the target assets 3
Problem 2. Regarding the financial situation of the target assets 34
Problem 3. Regarding evaluation and forecasts 65
Problem 4. Regarding synergies and integration control 100
Problem 5. Regarding the listed company 105
Problem 6. Regarding the transaction plan and counterparties 115
Problem 7. Regarding the historical evolution of the target assets 154
Problem 8. Regarding whether this transaction complies with relevant industrial policies 166
Problem 1. Regarding the performance of the target assets