Independent Financial Advisor's Opinion on Adjustment of Reorganization Plan
Guangzhou Zhiguang Electric Co., Ltd. (hereinafter referred to as "Zhiguang Electric," "the listed company," "the company") intends to purchase a 27.18% equity stake in Guangzhou Zhiguang Energy Storage Technology Co., Ltd. (hereinafter referred to as "Zhiguang Energy Storage," "the target company") through the issuance of shares and cash payment. At the same time, the company plans to issue shares to no more than 35 specific investors to raise supporting funds (hereinafter referred to as "this transaction," "this reorganization").
On October 15, 2025, the company held the seventh meeting of the seventh board of directors, which approved the relevant proposals related to this transaction, and on October 17, 2025, disclosed the "Proposal for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds" (hereinafter referred to as "this transaction proposal"). On April 14, 2026, the company held the eleventh meeting of the seventh board of directors, which approved the "Proposal for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds and Related Transactions" and the "Proposal on Adjustment of This Transaction Plan Not Constituting Major Adjustment," among other related proposals.
GF Securities Co., Ltd. (hereinafter referred to as "the independent financial advisor") has conducted a review of the adjustment of the transaction plan and provides the following opinion.