001285SZSE
🚨 Material Event

Independent Financial Advisor Report of Caitong Securities Co., Ltd. on Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.'s Share Issuance for Asset Acquisition and Related Transactions (Revised Draft)

✨ AI Summary

This report serves as an independent financial advisor's opinion on Guangzhou Ruili Kemi's share issuance to acquire a 16% stake in Wuhan Kedes. The transaction is valued at 16 million yuan, with a share price set at 45.45 yuan. The acquisition aims to enhance strategic synergy and market presence in the automotive safety sector, with no immediate dilution of earnings per share expected.

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Full Translation

AI Translation· azure_openai

Independent Financial Advisor Statement and Commitment

Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or "this independent financial advisor") has been entrusted by Guangzhou Ruili Kemi Automotive Electronics Co., Ltd. (hereinafter referred to as "Ruili Kemi" or "the listed company") to act as the independent financial advisor for this share issuance to purchase assets and related transactions (hereinafter referred to as "this transaction"). This report provides independent opinions to all shareholders of the listed company and is prepared in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other applicable guidelines.

1. Independent Financial Advisor Statement

  1. This independent financial advisor meets the independence requirements set forth in the Administrative Measures for Financial Advisors in Major Asset Restructuring of Listed Companies, and the opinions expressed regarding this transaction are entirely independent.
  2. The documents and materials relied upon in this independent financial advisor report were provided by the parties involved in this transaction, and the providers are responsible for the authenticity, accuracy, and completeness of the information, ensuring that there are no false records, misleading statements, or significant omissions.
  3. This independent financial advisor has conducted due diligence on the facts underlying this report and is committed to the truthfulness, accuracy, and completeness of its contents.
  4. This independent financial advisor has not commissioned or authorized any other institution or individual to provide information not included in this report or to interpret or explain this report.
  5. This independent financial advisor report does not constitute any investment advice or opinion regarding the listed company, and the advisor bears no responsibility for any risks arising from investment decisions made by investors based on this report.
  6. For facts that are crucial to this report but lack independent evidence or require legal, auditing, or valuation expertise to identify, this independent financial advisor primarily relies on opinions, explanations, and other documents issued by relevant government departments, law firms, accounting firms, and other related entities.
  7. This independent financial advisor urges investors to carefully read the relevant announcements disclosed regarding this transaction and to review the related documents.

2. Independent Financial Advisor Commitment

Based on thorough due diligence and internal review, this independent financial advisor makes the following commitments:

  1. This independent financial advisor has fulfilled its due diligence obligations and has sufficient reason to believe that the professional opinions expressed do not materially differ from the documents disclosed by Ruili Kemi.
  2. This independent financial advisor has verified the documents disclosed by Ruili Kemi and is confident that the content and format of the disclosed documents meet the requirements.
  3. This independent financial advisor has sufficient reason to believe that the transaction plan complies with laws, regulations, and the 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.
  4. The professional opinions regarding this transaction have been submitted for review by the internal review body of this independent financial advisor, which has agreed to issue this professional opinion.
  5. This independent financial advisor has taken strict confidentiality measures and implemented risk control and internal isolation systems during its engagement with Ruili Kemi, ensuring no insider trading, market manipulation, or securities fraud issues.
  6. This independent financial advisor agrees to treat this report as a necessary statutory document for this transaction, to be submitted to the Shenzhen Stock Exchange along with the restructuring report for public announcement.

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