Caitong Securities Co., Ltd. Audit Opinion on the Transaction Constituting a Related Party Transaction, but Not a Major Asset Restructuring or Restructuring for Listing by Guangzhou Ruili KeMi Automotive Electronics Co., Ltd.
Guangzhou Ruili KeMi Automotive Electronics Co., Ltd. (hereinafter referred to as the "Listed Company" or the "Company") intends to issue shares to purchase 16% equity of Wuhan Ruili KeDeSi Automotive Electronics Co., Ltd. (hereinafter referred to as the "Target Company") held by Mr. Cheng Yi (hereinafter referred to as the "Counterparty").
Caitong Securities Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor"), as the independent financial advisor for this transaction, has conducted an audit on whether this transaction constitutes a related party transaction, a major asset restructuring, or a restructuring for listing. The details are as follows:
I. This Transaction Constitutes a Related Party Transaction
The counterparty to this transaction, Mr. Cheng Yi, who is a core technical personnel of the Listed Company, holds a 16.00% stake in Wuhan KeDeSi, a subsidiary of the Listed Company. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," based on the principle of substance over form, Mr. Cheng Yi is a related party to the Company, and this transaction constitutes a related party transaction.
II. This Transaction Does Not Constitute a Major Asset Restructuring
In this transaction, the Company intends to purchase 16% equity of the Target Company held by the counterparty by issuing shares. Based on the audited financial data for 2024 of the Listed Company and the Target Company, and the transaction valuation, in accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," this transaction does not constitute a major asset restructuring. The specific details are shown in the table below: