Independent Financial Advisor Verification Opinion of Huatai United Securities Co., Ltd. on the Transfer of Target Assets for O-film Tech Co., Ltd.'s Issuance of Shares to Purchase Assets
[Chart: Huatai United Securities Logo]
June 2026
Independent Financial Advisor Statement
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United" or "this Independent Financial Advisor") serves as the independent financial advisor for this issuance of shares to purchase assets (hereinafter referred to as "this Transaction") and provides independent opinions to all shareholders of the listed company.
This verification opinion is issued 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 Major Asset Restructuring of Listed Companies, the Administrative Measures for Financial Advisor Business of Mergers and Acquisitions of Listed Companies, the Guidelines for Information Disclosure Content and Format of Companies Offering Securities to the Public No. 26—Major Asset Restructuring of Listed Companies, the Regulatory Guidelines for Listed Companies No. 9—Regulatory Requirements for Planning and Implementing Major Asset Restructuring by Listed Companies, and the Shenzhen Stock Exchange Listing Rules for Major Asset Restructuring of Listed Companies, as well as other relevant laws, regulations, and professional standards.
The documents and materials relied upon for this verification opinion were provided by the parties to this Transaction. The providers are responsible for the authenticity, accuracy, and completeness of the provided documents and materials, and guarantee that such information contains no false records, misleading statements, or major omissions.
This verification opinion does not constitute any investment advice or opinion for the listed company. This Independent Financial Advisor assumes no responsibility for any risks arising from investment decisions made by investors based on this verification opinion.
Definitions
In this verification opinion, unless the context otherwise requires, the terms or abbreviations used herein have the same meanings as those defined in the "Report on the Issuance of Shares to Purchase Assets of O-film Tech Co., Ltd."
Unless otherwise specified, if the sum of the sub-items does not match the total due to rounding, it is caused by rounding.
Table of Contents
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Independent Financial Advisor Statement
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Definitions
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Table of Contents
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I. Restructuring Plan
(I) Overview of the Restructuring Plan
(II) Valuation of the Transaction Target
(III) Payment Method for this Restructuring
(IV) Issuance Details for Purchasing Assets via Share Issuance
- II. Nature of this Transaction
(I) This Transaction Does Not Constitute a Major Asset Restructuring
(II) This Transaction Does Not Constitute a Related Party Transaction
(III) This Transaction Does Not Constitute a Backdoor Listing
- III. Decision-making Process and Approval Status
(I) Decision-making and Approval Procedures Already Performed
(II) Decision-making and Approval Procedures Yet to be Performed
- IV. Transfer Status of Target Assets for this Transaction
(I) Asset Delivery and Transfer Status
(II) Subsequent Matters for Implementation of this Transaction
- V. Conclusion of the Independent Financial Advisor
I. Restructuring Plan
| Item | Description |
|---|---|
| Transaction Form | Issuance of shares to purchase assets |
| Transaction Overview | Listed company intends to purchase 28.2461% equity of O-film Microelectronics via share issuance |
| Transaction Price | 1,463,150,044 RMB |
| Transaction Target | O-film Microelectronics (Nanchang) Co., Ltd. |
| Main Business | R&D, production, and sales of fingerprint modules, 3D sensing modules, PC and IoT accessories |
| Industry | C39 Computer, Communication and Other Electronic Equipment Manufacturing |
| Other (if target asset) | Fits sector positioning: N/A; Same industry or upstream/downstream: Yes; Synergistic effects: Yes |
| Transaction Nature | Related party transaction: No; Major asset restructuring: No; Backdoor listing: No |
| Performance Compensation | None |
| Impairment Compensation | None |
| Other Matters | None |