Independent Financial Advisor Statement and Undertaking
Guotai Haitong Securities Co., Ltd. (hereinafter referred to as "Guotai Haitong" or "Independent Financial Advisor") was engaged by Yingfang Microelectronics Co., Ltd. (hereinafter referred to as "Yingfang Micro", "the Listed Company", or "the Company") to act as the independent financial advisor for this issuance of shares and cash payment for asset acquisition and raising of supporting funds (hereinafter referred to as "this Transaction"). We provide independent opinions to all shareholders of the Listed Company and have prepared this independent financial advisor report.
This independent financial advisor's verification opinion is based on the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Administrative Measures for Major Asset Restructuring of Listed Companies", "Administrative Measures for Financial Advisor Business of Mergers and Acquisitions of Listed Companies", "Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26 - Major Asset Restructuring of Listed Companies", "Regulatory Guidelines for Listed Companies No. 9 - Regulatory Requirements for Planning and Implementation of Major Asset Restructuring by Listed Companies", and the "Review Rules for Major Asset Restructuring of Listed Companies of the Shenzhen Stock Exchange", among other laws, regulations, and document requirements. Based on recognized business standards and ethical norms in the securities industry, and following prudent investigation, we have fulfilled our due diligence obligations in good faith and with due diligence. This report is issued after a prudent review of the relevant declaration and disclosure documents of the Listed Company, aiming to provide an independent, objective, and fair evaluation of this Transaction for the reference of all shareholders and relevant parties of the Listed Company.
I. Independent Financial Advisor Undertaking
Based on full due diligence and internal review, this Independent Financial Advisor makes the following undertakings:
(1) The Independent Financial Advisor has fulfilled its due diligence obligations in accordance with relevant laws and regulations and has sufficient reason to believe that the professional opinions expressed do not have any material discrepancies with the documents disclosed by the Listed Company and the information disclosure obligors.
(2) The Independent Financial Advisor has fully reviewed the documents disclosed by the Listed Company and the information disclosure obligors and is confident that the content and format of the disclosure documents meet the requirements.
(3) The Independent Financial Advisor has sufficient reason to believe that the transaction plan for which the Listed Company has entrusted this Independent Financial Advisor to issue an opinion complies with the relevant provisions of laws, regulations, the China Securities Regulatory Commission (CSRC), and the stock exchange. The disclosed information is true, accurate, and complete, without false records, misleading statements, or major omissions.
(4) The professional opinions of the Independent Financial Advisor regarding this Transaction have been submitted to the internal review body of this Independent Financial Advisor for examination, and the internal review body has agreed to the issuance of these professional opinions.
(5) From the time of contact with the Listed Company until the end of its tenure as the Independent Financial Advisor, the Independent Financial Advisor has taken strict confidentiality measures, strictly implemented risk control and internal isolation systems, and there are no issues of insider trading, market manipulation, or securities fraud.
II. Independent Financial Advisor Statement
(1) The documents and materials upon which this report is based were provided by the relevant parties. The providers are responsible for the authenticity, accuracy, and completeness of the documents and materials provided and guarantee that such information contains no false records, misleading statements, or major omissions. The Independent Financial Advisor assumes no risk or liability arising therefrom.