Verification Opinion of Huatai United Securities Co., Ltd. on the Dilution of Immediate Returns and Related Compensation Measures of Tianshui Huatiankeji Co., Ltd.
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "the Independent Financial Advisor") has been entrusted by Tianshui Huatiankeji Co., Ltd. (hereinafter referred to as "the Listed Company" or "Huatiankeji") to act as the independent financial advisor for the issuance of shares and cash payment to 27 transaction parties, including Tianshui Huatiang Electronics Group Co., Ltd., Xi'an Houyi Investment Management Partnership (Limited Partnership), and Xi'an Xintianyu Platinum Enterprise Management Partnership (Limited Partnership), for the acquisition of 100% equity in Huayi Microelectronics Co., Ltd. (hereinafter referred to as "the Target Company" or "Huayi Microelectronics") and to raise supporting funds (hereinafter referred to as "the Transaction").
According to relevant regulations including the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guobanfa [2013] No. 110), "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guofa [2014] No. 17), and "Guidance on Issues Related to the Dilution of Immediate Returns in Initial Public Offerings, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), the Independent Financial Advisor provides the following verification opinion on the impact of the Transaction on the company's immediate returns and the measures taken to compensate for any dilution:
- Impact of the Transaction on Immediate Returns
Through this Transaction, the Listed Company acquires high-quality target assets, which helps optimize its industrial layout and enhance its core competitiveness. This Transaction will assist the Listed Company and Huayi Microelectronics in maximizing customer resource value, as both parties have related and synergistic customer structures, meeting comprehensive customer needs and providing more complete products and services, thereby enhancing customer loyalty. The comparison of the Listed Company's main financial data and indicators before and after the Transaction is as follows:
| Project | 2025 September 30 / 2025 January-September | 2024 December 31 / 2024 Annual | Before Transaction | After Transaction (Pro Forma) |
|---|---|---|---|---|
| Total Assets | 4,295,970.58 | 3,823,594.86 | 4,542,078.27 | 4,043,488.49 |
| Total Liabilities | 2,178,140.36 | 1,792,157.62 | 2,346,630.27 | 1,939,975.33 |
| Equity Attributable to Shareholders of the Parent Company | 1,751,947.62 | 1,665,859.47 | 1,829,656.85 | 1,737,935.39 |
- Financial Performance Indicators
| Project | 2025 September 30 / 2025 January-September | 2024 December 31 / 2024 Annual | Before Transaction | After Transaction (Pro Forma) | |---------|-------------------------------------------|---------------------------------|-------------------|-------------------------------| | Operating Revenue | 1,237,978.95 | 1,446,161.71 | 1,357,904.74 | 1,581,175.82 | | Total Profit | 63,024.60 | 69,205.60 | 68,091.31 | 70,112.01 | | Net Profit Attributable to Shareholders of the Parent Company | 54,263.70 | 61,625.10 | 59,528.66 | 63,170.49 | | Gross Margin (%) | 12.34 | 12.07 | 12.56 | 11.94 | | Debt-to-Asset Ratio (Consolidated) (%) | 50.70 | 46.87 | 51.66 | 47.98 | | Basic Earnings Per Share (CNY/share) | 0.17 | 0.19 | 0.17 | 0.18 |