Independent Financial Advisor Report on Fujian Yuanli Activated Carbon Co., Ltd.'s Share Issuance and Cash Payment for Asset Acquisition and Related Transactions (Revised Draft)

3-1-1 Declaration and Commitment

Guojin Securities Co., Ltd. (hereinafter referred to as "Guojin Securities" or "Independent Financial Advisor") accepts the commission from Fujian Yuanli Activated Carbon Co., Ltd. (hereinafter referred to as "Yuanli Co.", "Listed Company" or "Company") to act as the independent financial advisor for Yuanli Co.'s issuance of shares and cash payment for asset acquisition and related transactions, and to prepare this independent financial advisor report. This independent financial advisor report is based on relevant laws and regulations such as the Company Law, Securities Law, and the Management Measures for Restructuring, as well as documents provided by the parties involved, including board resolutions, relevant agreements, audit reports, asset evaluation reports, and records formed during the advisor's work, and is issued after prudent due diligence in accordance with recognized business standards, ethical norms, and the spirit of honesty and diligence in the securities industry. The purpose of this independent financial advisor report is to provide an independent, objective, and fair evaluation of this transaction for the reference of investors and relevant parties.

1. Independent Financial Advisor Declaration

1. This independent financial advisor has no relationship with any parties involved in this transaction. The report is issued based on the principles of objectivity and fairness.
2. The documents and materials relied upon in this independent financial advisor report are provided by the relevant parties, who are responsible for the authenticity, accuracy, and completeness of the provided documents and materials, ensuring that there are no false records, misleading statements, or significant omissions. The independent financial advisor bears no risk responsibility arising therefrom.
3. This independent financial advisor report is issued on the assumption that all parties involved in this transaction fully and timely fulfill the relevant agreements and declarations or commitments.
4. This independent financial advisor report does not constitute any investment advice or opinion regarding the listed company, and the independent financial advisor bears no responsibility for any risks arising from investment decisions made by investors based on this report.
5. This independent financial advisor has not commissioned or authorized any other institution or individual to provide information not included in this independent financial advisor report as a supplement or modification, or to interpret or explain this report. No one may copy, distribute, or excerpt any content of this independent financial advisor report in any form for any purpose without the written consent of the independent financial advisor.
6. The independent financial advisor has the sole right to interpret any ambiguities that may exist in this independent financial advisor report.
7. For facts that are crucial to this independent financial advisor report but cannot be independently substantiated or require legal, audit, evaluation, or other professional knowledge to identify, the independent financial advisor primarily relies on opinions, explanations, and other documents issued by relevant government departments, law firms, accounting firms, evaluation agencies, and other relevant entities to make judgments.
8. The independent financial advisor particularly urges investors to read the relevant announcements disclosed regarding this transaction carefully and to review the relevant documents.