Independent Financial Advisor Report on Issuing Shares to Purchase Assets and Related Transactions
Declaration and Commitment
Xinda Securities accepts the commission to act as the independent financial advisor for Chuangzhi Technology in this share issuance to purchase assets and related transactions. This independent financial advisor meets the independence requirements outlined in the "Management Measures for Financial Advisors" and does not fall under any circumstances that would disqualify it from serving in this capacity as specified in Article 17 of the same measures. The opinions expressed by this independent financial advisor regarding this transaction are made independently.
This independent financial advisor issues this report and the commitments and opinions contained herein based on the following declarations and the "Section II Independent Financial Advisor Opinions" under "I. Basic Assumptions":
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The parties involved in this transaction have provided all necessary information required for this report and guarantee that the information provided is true, accurate, and complete, with no false records, misleading statements, or significant omissions. They are responsible for the authenticity, accuracy, and completeness of the information, and this independent financial advisor bears no risk liability arising from this.
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This independent financial advisor has conducted due diligence on the facts underlying this report and has an obligation of good faith and diligence regarding the truthfulness, accuracy, and completeness of the report's content.
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The opinions expressed by this independent financial advisor are based on the assumption that all parties involved in this transaction fully perform their obligations under the transaction agreement and assume all responsibilities.
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This independent financial advisor reminds investors that this report does not constitute any investment advice for Chuangzhi Technology, and it bears no responsibility for any risks arising from investment decisions made by investors based on this report.
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This independent financial advisor particularly urges investors to carefully read the "Report on Issuing Shares to Purchase Assets and Related Transactions (Draft)" published by the Board of Directors of Chuangzhi Technology, the opinions of independent directors, and other documents related to this transaction, including financial reports, audit reports, evaluation reports, profit forecast reports, and legal opinions.
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This independent financial advisor does not bear any responsibility for the work processes and results of other intermediaries, nor does it express any opinions or evaluations regarding the work processes and results of other intermediaries.
This independent financial advisor makes the following commitments based on thorough due diligence and internal review:
- This independent financial advisor has fulfilled its due diligence obligations as required and has sufficient reason to believe that the professional opinions expressed do not differ materially from the contents disclosed by the client.
- This independent financial advisor has thoroughly verified the documents disclosed by the listed company and is confident that the content and format of the disclosed documents meet the requirements.
- This independent financial advisor has sufficient reason to believe that the major asset restructuring plan commissioned by Chuangzhi Technology complies with the laws, regulations, and relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and that the disclosed information is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
- The professional opinions regarding this major asset restructuring matter have been submitted to the internal review institution of Xinda Securities for examination, and the internal review institution has agreed to issue this professional opinion.
- This independent financial advisor has taken strict confidentiality measures and implemented risk control and internal isolation systems during its engagement with Chuangzhi Technology, ensuring that there are no issues of insider trading, market manipulation, or securities fraud.