Zheshang Securities Co., Ltd. on Shenzhen宇顺 Electronics Co., Ltd.'s Remaining Transaction Price Payment and Debt Transfer Related Party Transaction Independent Financial Advisor's Due Diligence Opinion
Zheshang Securities Co., Ltd. (hereinafter referred to as "Independent Financial Advisor" or "Zheshang Securities") as the independent financial advisor for Shenzhen宇顺 Electronics Co., Ltd. (hereinafter referred to as "宇顺 Electronics" or "the Company") in its major asset purchase. In accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for Financial Advisor Business of Mergers and Acquisitions of Listed Companies," and other relevant laws and regulations and normative documents, the Company has investigated the matters of remaining transaction price payment, debt transfer, and related party transactions, and the investigation results are as follows:
I. Overview of Related Party Transactions
(I) Main Content of Related Party Transactions
Shenzhen宇顺 Electronics Co., Ltd. (hereinafter referred to as "the Company," "宇顺 Electronics," or "the Listed Company") purchased 100% equity of Zhongen Cloud (Beijing) Technology Co., Ltd., Beijing Shenhui Biyuan Cloud Computing Technology Co., Ltd., and Zhongen Cloud (Beijing) Information Technology Co., Ltd. (hereinafter collectively referred to as "the Target Companies") from the transaction counterparties Kai Xing Co., Ltd. (Energy Sight Limited), Zheng Jia Co., Ltd. (Basic Venture Limited), and Shanghai Huizhi Top Management Consulting Co., Ltd. (hereinafter collectively referred to as "the Transaction Counterparties") by way of cash payment.
As of the date of this due diligence opinion, the transfer procedures for the target assets involved in the above transactions have been completed. The Company has paid 2,210,000,000 RMB of the transaction price to the Transaction Counterparties in accordance with the relevant agreements and transaction documents signed with the Transaction Counterparties, and there is still 114,000,000 RMB of the transaction price remaining to be paid.
On June 30, 2026, upon review and approval by the 43rd meeting of the 6th Board of Directors of the Company, the Company and the Transaction Counterparties and the Company's controlling shareholder signed the "Agreement on Payment of Remaining Transaction Price and Debt Transfer for the Beijing Fangshan Zhongen Cloud Data Center Project" (conditional upon effectiveness). Upon effectiveness after being reviewed and approved by the Company's 5th Extraordinary General Meeting of Shareholders in 2026, the Company will pay 15,000,000 RMB of the transaction price in a lump sum to the designated collection account of the Transaction Counterparties within 15 days of the agreement's effectiveness. The remaining transaction price, totaling 99,000,000 RMB, will be transferred to the payment obligations of the Company's controlling shareholder, Shanghai Fengwang Industrial Co., Ltd. (hereinafter referred to as "Shanghai Fengwang"), and Shanghai Fengwang will irrevocably and gratuitously undertake the payment obligations of the transaction price without any conditions. The Company will not pay any consideration to Shanghai Fengwang.
(II) Explanation of Related Party Relationship
Shanghai Fengwang currently holds 84,048,068 shares of the Company, accounting for 29.99% of the total share capital, and is the controlling shareholder of the Company. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," the gratuitous transfer of the remaining transaction price payment obligations by the Company to Shanghai Fengwang constitutes a related party transaction.
(III) Review of Related Party Transactions
On June 30, 2026, the 2nd meeting of the Independent Directors' Special Committee of the Company in 2026 was held. All independent directors unanimously approved the "Proposal on Payment of Remaining Transaction Price and Debt Transfer and Related Party Transactions" with 3 votes in favor, 0 votes against, and 0 abstentions.
On the same day, the 43rd meeting of the 6th Board of Directors of the Company was held, and the "Proposal on Payment of Remaining Transaction Price and Debt Transfer and Related Party Transactions" was reviewed and approved. Among them, related directors Mr. Ji Min and Ms. Zhang Jianyun and Ms. Zhong Xinshun abstained from voting on this proposal.