Verification Opinion of Changjiang Securities on Huopu Clean Energy's Financial Assistance Extension to Subsidiary and Related Transactions
Changjiang Securities Co., Ltd. (hereinafter referred to as "Changjiang Securities" or "the Sponsor") has conducted a verification of Huopu Clean Energy (Group) Co., Ltd. (hereinafter referred to as "Huopu" or "the Company") regarding the provision of financial assistance extension to its controlling subsidiary and related transactions, in accordance with relevant laws and regulations including the "Administrative Measures for Sponsorship of Securities Issuance and Listing," "Shenzhen Stock Exchange GEM Listing Rules," and "Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies." The specific circumstances of the verification are as follows:
1. Basic Information
On March 30, 2026, the Company held the 27th meeting of the fifth board of directors, where it reviewed and approved the proposal for providing financial assistance to its controlling subsidiary. Related directors Wang Jiwen and Wang Yini abstained from voting. This proposal was previously approved by a special meeting of independent directors at their first meeting of 2026. The board agreed to provide a total financial assistance amount not exceeding 20.7 million RMB to its controlling subsidiary, Sichuan Jiaqirui Aviation Equipment Co., Ltd. (hereinafter referred to as "Jiaqirui"). The related party and Jiaqirui's shareholder, Chengdu Desheng Linghang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Desheng Linghang"), will also provide a loan not exceeding 9.3 million RMB to Jiaqirui. The loans will be used for production and operation, with an annual interest rate of 4.2%. This financial assistance falls within the board's decision-making authority and does not meet the threshold for shareholder meeting approval. The financial assistance to the controlling subsidiary constitutes a related transaction but does not constitute a major asset reorganization as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." This financial assistance does not fall under the prohibited circumstances outlined in the "Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies."
2. Basic Information of Related Parties
(1) Basic Information
- Company Name: Chengdu Desheng Linghang Enterprise Management Partnership (Limited Partnership)
- Unified Social Credit Code: 91510100MAE3LPKD1D
- Managing Partner: Wang Yini
- Contribution Amount: 2 million RMB
- Address: 5th Floor, Building 102, No. 555 Kanglong Road, Chengdu High-tech Zone
- Business Scope: General projects: enterprise management; enterprise management consulting; information consulting services (excluding licensed information consulting services).
Recent financial data as of December 31, 2025:
- Total Assets: 38,233,300 RMB
- Total Liabilities: 36,159,200 RMB
- Net Assets: 2,074,100 RMB
- Revenue for 2025: 0 RMB
- Total Profit: 86,500 RMB
- Net Profit: 74,600 RMB (unaudited).
(2) Partner Information
| No. | Partner Name | Partner Type | Contribution Ratio |
|---|---|---|---|
| 1 | Wang Zili | Individual Shareholder | 90% |
| 2 | Wang Yini | Individual Shareholder | 10% |
(3) Relationship with the Company
Desheng Linghang's managing partner is Ms. Wang Yini, who is a director of the Company and closely related to the Company's controlling shareholder and actual controller, Mr. Wang Jiwen. According to Article 7.2.3 (3) of the "Shenzhen Stock Exchange GEM Listing Rules," Desheng Linghang and the Company constitute a related party relationship.
(4) Whether the Related Party is a Dishonest Executor
According to inquiries, Desheng Linghang is not a dishonest executor.