Independent Financial Advisor Statement and Commitment
1. Independent Financial Advisor Statement
- This independent financial advisor has no relationship with any parties involved in this transaction. The report is issued based on objective and impartial principles.
- The documents and materials relied upon for this report were provided by the parties involved in the transaction, who are responsible for their authenticity, accuracy, and completeness, ensuring no false records, misleading statements, or significant omissions exist. The independent financial advisor bears no risk liability arising from this.
- This report is issued under the assumption that all parties involved in the transaction fully and timely fulfill their agreements and commitments.
- This report does not constitute any investment advice or opinion regarding the listed company, and the independent financial advisor bears no responsibility for any risks arising from investment decisions made by investors based on this report.
- The independent financial advisor has not commissioned or authorized any other institution or individual to provide information not included in this report as a supplement or modification, nor to interpret or explain any part of this report. No one may copy, distribute, or excerpt any part of this report without the written consent of the independent financial advisor. Only the independent financial advisor has the right to interpret any ambiguities in this report.
- For facts that are crucial to this report but cannot be independently verified or require legal, auditing, or valuation expertise to identify, the independent financial advisor primarily relies on opinions, explanations, and other documents issued by relevant government departments, law firms, accounting firms, asset appraisal institutions, and other relevant entities.
- The independent financial advisor particularly urges investors to carefully read the relevant announcements disclosed regarding this transaction and to review the relevant documents.
2. Independent Financial Advisor Commitment
In accordance with the "Management Measures for Major Asset Restructuring of Listed Companies" (revised in 2025), "Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities to the Public No. 26 - Major Asset Restructuring of Listed Companies" (revised in 2025), "Management Measures for Financial Advisory Services in Mergers and Acquisitions of Listed Companies," and other relevant regulations, CITIC Securities Co., Ltd. has issued the "Independent Financial Advisor Report" and made the following commitments:
- The independent financial advisor has fulfilled the necessary due diligence obligations at this stage and has reason to believe that the professional opinions expressed do not materially differ from the documents disclosed by the listed company and the transaction parties.
- The independent financial advisor has conducted necessary verification of the documents disclosed by the listed company and the transaction parties and is confident that the content and format of the disclosed documents meet the requirements.
- Based on the due diligence conducted at this stage, the independent financial advisor has reason to believe that the transaction plan entrusted by the listed company to the independent financial advisor for verification complies with laws, regulations, and the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The disclosed information is true, accurate, and complete, with no false records, misleading statements, or significant omissions found.
- The independent financial advisor's verification opinions regarding this transaction have been submitted to its internal review institution, which has agreed to issue the verification opinions.
- From the time of contact with the listed company until the appointment as independent financial advisor, strict confidentiality measures have been taken, and risk control and internal isolation systems have been strictly implemented, with no insider trading, market manipulation, or securities fraud issues.