Continuous Supervision Opinions and Summary Report on the Acquisition Report of Shenzhen Lihe Kechuang Co., Ltd. by Guosen Securities
Guosen Securities Co., Ltd. (hereinafter referred to as "Guosen Securities" or "Financial Advisor") has been entrusted by Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as "Shenzhen Investment" or "Acquirer") to act as the financial advisor for the indirect acquisition of Shenzhen Lihe Kechuang Co., Ltd. (hereinafter referred to as "Lihe Kechuang," "Listed Company," or "Target Company") through a non-compensatory transfer. According to the "Securities Law of the People's Republic of China," the "Measures for the Administration of Acquisitions of Listed Companies" (hereinafter referred to as "Acquisition Measures"), and other relevant laws and regulations, Guosen Securities will perform continuous supervision duties for the Acquirer and the Target Company from the announcement of the acquisition report until 12 months after the acquisition is completed. Guosen Securities conducted inspections on the operational status of the Listed Company and the fulfillment of commitments by the Acquirer during the supervision period from January 1, 2026, to April 24, 2026 (hereinafter referred to as "Supervision Period") through daily communication and regular visits, in conjunction with the quarterly report and other announcements disclosed by Lihe Kechuang.
1. Delivery or Transfer of Transaction Assets
(1) Overview of the Exemption from Public Offer
- Overview of the Transaction To support the establishment of Lihe Kechuang as a comprehensive innovation platform within Shenzhen's state-owned assets system and to promote the integrated development of strategic emerging industries, the State-owned Assets Supervision and Administration Commission of the Shenzhen Municipal Government (hereinafter referred to as "Shenzhen SASAC") signed an agreement with the Tsinghua University Research Institute (hereinafter referred to as "Research Institute") regarding the non-compensatory transfer of state-owned equity in Shenzhen Qingyan Investment Holdings Co., Ltd. In January 2025, 100.00% equity of Shenzhen Qingyan Investment Holdings Co., Ltd. (hereinafter referred to as "Qingyan Holdings") was transferred from the Research Institute to Shenzhen SASAC. Subsequently, Shenzhen SASAC issued a notice regarding the non-compensatory transfer of 50% equity of Qingyan Holdings and signed a non-compensatory transfer agreement with Shenzhen Investment and Shenzhen Smart City Technology Development Group Co., Ltd. (hereinafter referred to as "Shenzhen Smart City"), whereby Shenzhen SASAC transferred 50.00% equity of Qingyan Holdings to Shenzhen Investment and the remaining 50.00% to Shenzhen Smart City, with Shenzhen Investment controlling Qingyan Holdings. Before the acquisition, Qingyan Holdings held 34.43% of Lihe Kechuang's shares, while Shenzhen Investment's wholly-owned subsidiary, Shenzhen Tongchan Group Co., Ltd. (hereinafter referred to as "Tongchan Group"), held 15.68% of Lihe Kechuang's shares. After the acquisition, Shenzhen Investment, through Qingyan Holdings and Tongchan Group, will control a total of 50.11% of Lihe Kechuang's shares. This acquisition will not result in a change of the direct controlling shareholder or actual controller of the Listed Company; the direct controlling shareholder remains Qingyan Holdings, and the actual controller remains Shenzhen SASAC.