Verification Opinion on the Achievement of Performance Commitment for 2025
China International Capital Corporation Limited (hereinafter referred to as "CICC" or "Independent Financial Advisor") serves as the independent financial advisor for Aerospace Intelligent Manufacturing Technology Co., Ltd. (hereinafter referred to as "the Company," "listed company," or "Aerospace Intelligent Manufacturing," formerly known as "Baoding Lekai New Materials Co., Ltd.") regarding the issuance of shares to purchase assets and raise supporting funds, as well as related transactions. In accordance with the relevant provisions of the "Administrative Measures for Major Asset Restructuring of Listed Companies" (hereinafter referred to as "Restructuring Management Measures") and the "Management Measures for Financial Advisory Services for Mergers and Acquisitions of Listed Companies," we have verified the performance commitments made by the relevant parties concerning Chengdu Aerospace Molding Co., Ltd. (hereinafter referred to as "Aerospace Molding") and Southwest Aerospace Energy Technology Co., Ltd. (hereinafter referred to as "Aerospace Energy") for the year 2025, as well as the asset impairment testing at the end of the commitment period, and we present our opinions as follows:
1. Basic Information on the Transaction
The Company held its 18th meeting of the 4th Board of Directors and the 13th meeting of the 4th Supervisory Board on September 23, 2022, and convened the second extraordinary general meeting of 2022 on November 21, 2022, to review and approve the relevant proposals for this transaction. On June 25, 2023, the China Securities Regulatory Commission issued the "Approval on the Registration of Baoding Lekai New Materials Co., Ltd. for Issuing Shares to Purchase Assets and Raise Supporting Funds" (Zheng Jian Xu Ke [2023] No. 1371), approving the registration application for this transaction. For details, please refer to the announcement disclosed by the Company on June 29, 2023, on the Giant Tide Information Network regarding the receipt of the approval from the China Securities Regulatory Commission. As of July 12, 2023, both target companies completed the equity change registration and became wholly-owned subsidiaries of the Company, as detailed in the announcement disclosed by the Company on July 17, 2023, regarding the completion of the transfer of the target assets.
2. Performance Commitments and Compensation Arrangements
(1) Performance Commitments of Aerospace Molding
According to the "Performance Commitment Compensation Agreement" and "Supplementary Agreement (1)" signed between the Company and Sichuan Aerospace Industry Group Co., Ltd., Sichuan Aerospace Liao Yuan Technology Co., Ltd., Jiao Xingtai, and 30 other individuals (hereinafter collectively referred to as "original shareholders of Aerospace Molding"), the original shareholders committed to the following net profit figures for Aerospace Molding during the performance commitment period:
- 2023: 96.3814 million yuan
- 2024: 106.0515 million yuan
- 2025: 113.5647 million yuan
The actual net profit is calculated based on the net profit attributable to the parent company's shareholders in the consolidated financial statements of Aerospace Molding, excluding non-recurring gains and losses (the actual net profit should deduct the impact of the funds raised from this transaction on the target company's profit and loss) and does not consider the unrealized internal transaction gains and losses of the target company, excluding the net profit of Aerospace Molding's subsidiary, Chengdu Aerospace Molding Nanjing Co., Ltd.
(2) Performance Commitments of Aerospace Energy
According to the "Performance Commitment Compensation Agreement" signed between the Company and Sichuan Aerospace Industry Group Co., Ltd., Sichuan Aerospace Chuan Nan Explosive Technology Co., Ltd., Aerospace Investment Holdings Co., Ltd., and Luzhou Tongxin Yuan Petroleum Technology Co., Ltd. (hereinafter collectively referred to as "original shareholders of Aerospace Energy"), the original shareholders committed to the following net profit figures for Aerospace Energy during the performance commitment period:
- 2023: 204.4864 million yuan
- 2024: 225.9949 million yuan
- 2025: 237.9416 million yuan