001285SZSE

Special Verification Opinion on the Reply to the Shenzhen Stock Exchange's Inquiry Letter Regarding Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.'s Application for Issuing Shares to Purchase Assets

✨ AI Summary

This document provides a special verification opinion from Yinxin Asset Appraisal Co., Ltd. in response to the Shenzhen Stock Exchange's inquiry regarding Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.'s asset purchase application. Key figures include a projected revenue growth of 25.17% for 2026, with a focus on the two-wheeler ABS market. The report emphasizes the reasonableness and prudence of revenue and cost forecasts, supporting the company's financial projections.

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Full Translation

AI Translation· azure_openai

1. Response to the Inquiry Letter Regarding the Review of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.'s Application for Issuing Shares to Purchase Assets

On April 10, 2026, the Shenzhen Stock Exchange issued the "Inquiry Letter Regarding Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.'s Application for Issuing Shares to Purchase Assets" (Inquiry Letter [2026] No. 130008) (hereinafter referred to as "Inquiry Letter"), which has been conveyed to our company by Guangzhou Ruili Kemi Automotive Electronics Co., Ltd. (hereinafter referred to as "Ruili Kemi," "the Company," or "the Listed Company"). Our project team has conducted a comprehensive verification, careful analysis, and argumentation regarding the issues related to the income method assessment mentioned in the Inquiry Letter, in conjunction with the actual operating conditions of the target company, Wuhan Kedes, the current development status and future trends of the industry, and the relevant requirements of the "Asset Appraisal Practice Standards - Enterprise Value." We now respond to the parts of the Inquiry Letter that require verification and opinion from the appraiser as follows:

Question 2: Regarding the Income Method Assessment Application Document

The application document for this transaction shows:

  1. This transaction adopts the income method as the final assessment conclusion, with the assessed value of the total equity of the target asset shareholders being 101 million yuan, an appreciation rate of 146.86%, and the transaction price for the proposed acquisition of 16% equity in the target asset being 16 million yuan.
  2. The assessment forecasts revenue growth rates for 2026, 2027, 2028, 2029, and 2030 to be 25.17%, 7.12%, 8.34%, 7.50%, and 6.90%, respectively; cost growth rates are forecasted to be 30.89%, 9.23%, 9.93%, 8.42%, and 7.20%, respectively.
  3. The sales volume forecast is mainly based on two driving factors: first, the two-wheeler market, which is expected to see significant expansion in the installation range of ABS for medium and large displacement motorcycles and electric motorcycles due to national mandatory standard policies, driving rapid growth in product sales; second, the automotive market, where the evolution of automotive electronic and electrical architecture towards intelligence will gradually upgrade the product structure from traditional hydraulic ABS to more advanced ESC and electronic braking products.
  4. The employee compensation portion in management expenses is forecasted to grow by 5% annually starting in 2026, while other parts are calculated based on reasonable growth rates; R&D expenses are also forecasted to grow by 5% annually starting in 2026.
  5. The discount rate for this assessment is forecasted to be 13.73%.

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