Financial Advisor Statement and Undertakings
I. Financial Advisor Statement
In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Takeover of Listed Companies, the Content and Format Standards for Information Disclosure by Companies Offering Securities to the Public No. 16—Acquisition Report of Listed Companies, and other relevant laws and regulations, Guosheng Securities Co., Ltd. (hereinafter referred to as "this Financial Advisor") has conducted a verification of the Acquisition Report of Shenzhen O-film Tech Co., Ltd. and has issued this Financial Advisor Report.
This Financial Advisor has, in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility in the securities industry, expressed an independent financial advisor opinion and hereby makes the following statements:
(1) The documents, data, and other relevant materials upon which this Financial Advisor Report is based have been provided by the acquirer, and the acquirer has guaranteed to this Financial Advisor that all materials provided are true, accurate, and complete.
(2) Based on the principles of honesty, trustworthiness, and diligence, this Financial Advisor has followed the work procedures stipulated by professional rules, aiming to express opinions on the relevant content of the Acquisition Report. The content of the opinions is limited to the matters listed in the main text of the Acquisition Report. Unless otherwise required by the China Securities Regulatory Commission (CSRC), this Financial Advisor does not express opinions on other aspects related to this acquisition.
(3) This Financial Advisor reminds investors that this report does not constitute any investment advice. This Financial Advisor assumes no responsibility for any risks arising from investment decisions made by investors based on this report.
(4) This Financial Advisor has not entrusted or authorized any other institution or individual to provide information not contained in this report or to provide any interpretation or explanation of this report.
(5) This Financial Advisor requests that investors carefully read the Acquisition Report, legal opinion, and other information disclosure documents related to this acquisition.
II. Financial Advisor Undertakings
In accordance with the Administrative Measures for the Takeover of Listed Companies and other relevant regulatory requirements, this Financial Advisor makes the following undertakings when issuing this report:
(1) It has fulfilled its due diligence obligations in accordance with regulations and has sufficient reason to believe that the professional opinions expressed do not have substantive differences from the content of the acquirer's announcement documents.
(2) It has verified the acquirer's announcement documents and is confident that the content and format of the announcement documents comply with regulations.
(3) It has sufficient reason to believe that this acquisition complies with laws, administrative regulations, and the provisions of the CSRC, and has sufficient reason to believe that the information disclosed by the acquirer is true, accurate, and complete, without false records, misleading statements, or major omissions.
(4) The professional opinions issued regarding this acquisition have been submitted to its internal review committee for examination and have been approved.
(5) During the period of serving as the financial advisor, it has adopted strict confidentiality measures and strictly implemented internal firewall systems.
(6) This Financial Advisor has determined the continuous supervision arrangements in accordance with the provisions of laws and regulations.
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