Independent Financial Advisor Verification Opinion of Caitong Securities Co., Ltd. on the Asset Transfer of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd. Regarding Issuance of Shares for Asset Acquisition and Related Party Transactions
Independent Financial Advisor: Caitong Securities Co., Ltd.
Date: July 2026
Independent Financial Advisor Statement
Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or "this Independent Financial Advisor") serves as the independent financial advisor for the issuance of shares for asset acquisition and related party transaction (hereinafter referred to as "this Transaction") by Guangzhou Ruili Kemi Automotive Electronics Co., Ltd. (hereinafter referred to as the "Listed Company").
This verification opinion is issued in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Major Asset Restructuring of Listed Companies, and other relevant laws, regulations, and industry standards. This opinion is based on the premise that all parties involved in this Transaction fully and timely perform their respective agreements, statements, and commitments.
Definitions
In this verification opinion, unless the context otherwise requires, terms or abbreviations used herein have the same meanings as those defined in the "Report on the Issuance of Shares for Asset Acquisition and Related Party Transaction of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd. (Draft) (Registration Version)".
Unless otherwise specified, any discrepancies between the total and the sum of the sub-items are due to rounding.
Table of Contents
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Independent Financial Advisor Statement
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Definitions
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I. Restructuring Plan
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II. Nature of the Transaction
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III. Decision-making Process and Approval Status
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IV. Asset Transfer Status of the Transaction
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V. Conclusion of the Independent Financial Advisor
I. Restructuring Plan
(I) Overview of the Restructuring Plan
| Item | Details |
|---|---|
| Transaction Form | Issuance of shares for asset acquisition |
| Plan Summary | The Listed Company intends to acquire 16% equity of Wuhan Kedesi through the issuance of shares |
| Transaction Price | 16 million RMB |
| Transaction Target | Wuhan Ruili Kedesi Automotive Electronics Co., Ltd. |
| Principal Business | Primarily engaged in software and hardware development and technical services for electronic braking systems such as ABS, ESC, and EPB |
| Industry | C39 Computer, Communication and Other Electronic Equipment Manufacturing |
| Other (if applicable) | Belongs to the same industry or upstream/downstream of the Listed Company: Yes; Synergistic effects with the Listed Company's main business: Yes |
| Transaction Nature | Constitutes a related party transaction: Yes; Constitutes a major asset restructuring under Article 12 of the "Restructuring Measures": No; Constitutes a restructuring and listing: No |
| Performance Compensation Commitment | None |
| Impairment Compensation Commitment | None |
| Other Special Notes | None |
(II) Assessment or Valuation of Transaction Targets
Unit: 10,000 RMB
| Transaction Target Name | Benchmark Date | Valuation Method | Valuation Result | Appreciation/Premium Rate | Equity Ratio to be Acquired | Transaction Price |
|---|---|---|---|---|---|---|
| Wuhan Kedesi | September 30, 2025 | Income Approach | 10,100.00 | 146.86% | 16.00% | 1,600.00 |
(III) Payment Method for the Restructuring
| No. | Counterparty | Name of Target Asset and Equity Ratio | Payment Method | Total Consideration Paid to Counterparty |
|---|---|---|---|---|
| Cash Consideration | Share Consideration | |||
| 1 | Cheng Yi | 16.00% Equity of Wuhan Kedes | - | 1,600.00 |
| Total | - | 1,600.00 |