Caitong Securities Co., Ltd.
Audit Opinion on the Self-Inspection Report of Trading of Shares by Related Parties in the Transaction of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.
Guangzhou Ruili Kemi Automotive Electronics Co., Ltd. (hereinafter referred to as "Ruili Kemi," "the Company," or "the Company") plans to issue shares to acquire a 16% equity interest in Wuhan Ruili Kede Si Automotive Electronics Co., Ltd. held by Mr. Cheng Yi (hereinafter referred to as "the Transaction").
Caitong Securities Co., Ltd. (hereinafter referred to as "the Independent Financial Advisor") is the independent financial advisor for the Company in this Transaction. In accordance with the provisions of the Securities Law of the People's Republic of China, the Measures for the Administration of Major Asset Restructuring of Listed Companies, the Information Disclosure Content and Format Standards for Public Issuance of Securities by Companies No. 26 - Major Asset Restructuring of Listed Companies, the Information Disclosure Supervision Guidelines for Listed Companies No. 5 - Registration System for Insiders of Listed Companies, the Regulatory Rules Application Guide - Listed Companies No. 1, and the Information Disclosure Supervision Guidelines for Listed Companies No. 7 - Supervision of Abnormal Trading of Shares Related to Major Asset Restructuring of Listed Companies, and in response to the requirements of regulatory authorities, the Company has investigated the trading of shares of the Company by parties related to this Transaction. The specific situation is as follows:
I. Self-Inspection Period for Insiders of Material Non-Public Information for the Transaction
The self-inspection period for insiders of material non-public information for this Transaction is the six months prior to the Company's first disclosure of the restructuring matter or application for trading suspension (whichever is earlier) up to the day before the disclosure of the restructuring report, i.e., from August 8, 2025, to March 2, 2026 (hereinafter referred to as the "Self-Inspection Period").
II. Scope of Investigation for Insiders of Material Non-Public Information for the Transaction
The scope of investigation for insiders of material non-public information for this Transaction includes:
- The Company and its directors, supervisors who previously served before the abolition of the board of supervisors, senior management personnel, and other relevant informed personnel;
- The Company's controlling shareholder, actual controller, and their directors, supervisors, senior management personnel (or principal responsible persons), and other relevant informed personnel;
- The counterparty to this Transaction;
- The target company and its directors, supervisors, senior management personnel, and other relevant informed personnel;
- Relevant intermediary institutions and their business handlers;
- Other legal persons and natural persons who are aware of the material asset restructuring transaction's material non-public information;
- The lineal relatives of the natural persons mentioned in items 1 to 6 above, including spouses, parents, and adult children.
III. Trading of Company Shares by Insiders of Material Non-Public Information for the Transaction and Their Lineal Relatives
Based on the "Inquiry Certificate of Shareholding and Share Change of Information Disclosure Obligors" and "Shareholder Share Change Details List" issued by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, and the self-inspection reports issued by relevant parties within the scope of self-inspection, the situation of trading of Company shares by the relevant entities included in the scope of this Transaction's investigation during the Self-Inspection Period is as follows:
(I) Trading of Company Shares by Legal Entities
During the Self-Inspection Period, no relevant institutions in this Transaction traded Ruili Kemi shares.
(II) Trading of Company Shares by Natural Persons
During the Self-Inspection Period, among the parties investigated within the scope of this Transaction, a total of 4 natural persons traded the Company's shares. The details are as follows: