001285SZSE
🚨 Material Event

Independent Financial Advisor Verification Opinion of Caitong Securities Co., Ltd. on the Implementation of the Issuance of Shares to Purchase Assets and Related Party Transactions of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.

✨ AI Summary

This document serves as the independent financial advisor's verification opinion regarding the implementation of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd.'s acquisition of a 16% equity stake in Wuhan Ruili Kedes Automotive Electronics Co., Ltd. through the issuance of shares. The advisor confirms that the transaction has been executed in accordance with relevant laws and regulations. This report verifies the completion of the asset transfer and compliance with disclosure requirements.

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Full Translation

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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 to purchase assets and related party transactions of Guangzhou Ruili Kemi Automotive Electronics Co., Ltd., and has issued this independent financial advisor verification opinion.

This verification opinion is prepared in accordance with the requirements of 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 the "Guidelines for Information Disclosure and Format of Companies Offering Securities to the Public No. 26 — Major Asset Restructuring of Listed Companies," following industry-recognized business standards, in a spirit of honesty, trustworthiness, and due diligence, and adhering to the principles of independence, objectivity, and fairness, based on a careful review of the relevant materials provided by all parties and a full understanding of the transaction.

  1. The documents and materials upon which this verification opinion is based were provided by the parties to this transaction. The providers are responsible for the authenticity, accuracy, and completeness of the documents and materials provided, and guarantee that such information does not contain false records, misleading statements, or major omissions. This Independent Financial Advisor does not assume any risk liability arising therefrom.

  2. This verification opinion is issued on the assumption that all parties to this transaction have fully and timely performed the relevant agreements, statements, or commitments related to this transaction.

  3. This verification opinion does not constitute any investment advice or opinion to the listed company. This Independent Financial Advisor assumes no responsibility for any risks arising from investment decisions made by investors based on this verification opinion.

  4. This Independent Financial Advisor has not entrusted or authorized any other institution or individual to provide information not contained in this verification opinion as a supplement or modification to this verification opinion, or to make any interpretation or explanation of this verification opinion. Without the written consent of this Independent Financial Advisor, no one may copy, distribute, or excerpt this verification opinion or any part thereof at any time, for any purpose, or in any form. For any ambiguity that may exist in this verification opinion, only this Independent Financial Advisor has the right to interpret it.

  5. This Independent Financial Advisor specifically requests that investors carefully read the relevant announcements disclosed regarding this transaction and consult the relevant documents.

Table of Contents

  1. Independent Financial Advisor Statement

  2. Definitions

  3. Section 1: Basic Information of the Transaction

    1. Overview of the Transaction Plan
    1. Valuation of Target Assets
    1. Specific Plan for Issuance of Shares to Purchase Assets
  1. Section 2: Implementation of the Transaction
    1. Decision-making Process and Approval Status
    1. Implementation Status of the Transaction
    1. Differences Between Actual Situation and Previously Disclosed Information
    1. Changes in Directors, Supervisors, and Senior Management and Adjustments of Other Relevant Personnel
    1. Whether Funds or Assets of the Listed Company Were Occupied by the Actual Controller or Other Related Parties, or Whether the Listed Company Provided Guarantees for the Actual Controller and Their Related Parties During the Restructuring
    1. Performance of Relevant Agreements and Commitments
    1. Subsequent Matters of the Transaction
  1. Section 3: Independent Financial Advisor Opinion

Definitions

In this verification opinion, unless the context otherwise requires, the following abbreviations have the following meanings:

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