Independent Financial Advisor's Statement
Changjiang Financing Services Co., Ltd. (hereinafter referred to as "Changjiang Financing" or "Independent Financial Advisor") was engaged by Wuhan Mindray Bio-Medical Electronics Co., Ltd. (hereinafter referred to as "Mindray Bio," "the Listed Company," or "the Company") to act as the independent financial advisor for this transaction. In accordance with the requirements of the Company Law, the Securities Law, the Administrative Measures for the Restructuring, and the No. 26 Format Guidelines, and following recognized business standards and ethical norms of the securities industry, this Independent Financial Advisor has conducted a prudent investigation and issued this verification opinion on the implementation of this restructuring.
This Independent Financial Advisor declares the following:
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This Independent Financial Advisor has no interest in the parties involved in this transaction, and the opinion expressed regarding this transaction is entirely independent.
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The documents and materials relied upon for this verification opinion were provided by the relevant parties to this transaction. The relevant parties have committed that the information provided during the transaction process is true, accurate, and complete, without false records, misleading statements, or major omissions. This Independent Financial Advisor assumes no risk or liability arising therefrom.
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This verification opinion is issued based on the premise that all relevant parties have fully performed their obligations in accordance with the terms and commitments of the relevant agreements.
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This verification opinion does not constitute any investment advice to the listed company. This Independent Financial Advisor assumes no responsibility for any risks that may arise from investment decisions made by investors based on this verification opinion.
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This Independent Financial Advisor has not entrusted or authorized any other institution or individual to provide information not contained in this verification opinion or to provide any explanation or clarification of this verification opinion.
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This Independent Financial Advisor requests that investors carefully read the full text of the relevant resolutions, announcements, and documents disclosed regarding this transaction.
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This verification opinion aims to provide an independent, objective, and fair evaluation of this transaction. This verification opinion is intended solely as an attachment to the Implementation Report. Without the written consent of this Independent Financial Advisor, this verification opinion shall not be used for any other purpose, nor shall it be used by any third party.
Table of Contents
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Independent Financial Advisor's Statement
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Table of Contents
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Definitions
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Section 1: Overview of the Transaction
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- Specific Plan for the Transaction
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- Nature of the Transaction
- Section 2: Implementation of the Transaction
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- Decision-making and Approval of the Transaction
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- Handling of Asset Transfer or Delivery and Related Creditor-Debtor Matters
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- Discrepancies Between Actual Implementation and Previously Disclosed Information
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- Changes in Directors, Senior Management, and Other Personnel of the Target
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- Occupation of Listed Company Funds/Assets by Controlling Shareholders or Related Parties, or Provision of Guarantees
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- Performance of Relevant Agreements and Commitments
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- Compliance and Risks of Subsequent Matters
- Section 3: Conclusion of the Independent Financial Advisor
Definitions
In this verification opinion, unless the context otherwise requires, the following abbreviations and terms have the following meanings: