Financial Advisor Statement
On May 6, 2025, Li Hongqing signed a "Share Transfer Agreement" with CALB Group, agreeing to transfer 87,620,380 shares held by him to CALB Group via agreement transfer. On the same day, both parties signed a "Voting Rights Waiver Agreement," under which Li Hongqing irrevocably waives the voting rights of 155,725,311 shares held in the listed company for 60 months from the date of completion of the share transfer registration and payment of the transfer consideration. On May 6, 2025, CALB Group and Aoliwei Sensing signed a "Conditional Share Subscription Agreement" to subscribe in cash for A-shares issued by the listed company to specific targets, with the number of subscribed shares not exceeding 119,482,337 and the subscription amount not exceeding 672,685,557.31 yuan.
Guolian Minsheng Securities Underwriting & Sponsorship Co., Ltd. was engaged by CALB Group to act as the financial advisor for this change of equity. In accordance with the "Administrative Measures for the Takeover of Listed Companies" and other laws and regulations, this financial advisor performs continuous supervision duties for CALB Group and the listed company for 12 months from the date of the announcement of the "Detailed Report on Change of Equity" by Aoliwei Sensing on May 6, 2025.
Based on daily communication and the listed company's 2026 semi-annual report and other interim announcements, this financial advisor issues this Q2 2026 continuous supervision opinion.
Definitions
In this continuous supervision opinion, unless the context otherwise requires, the following terms have the following meanings:
| Term | Definition |
|---|---|
| Continuous Supervision Opinion | Guolian Minsheng Securities Underwriting & Sponsorship Co., Ltd.'s Q2 2026 Continuous Supervision Opinion on the Detailed Report on Change of Equity of Jiangsu Aoliwei Sensing High-Tech Co., Ltd. |
| Report on Change of Equity | Detailed Report on Change of Equity of Jiangsu Aoliwei Sensing High-Tech Co., Ltd. |
| Listed Company, Company, Target Company, Aoliwei Sensing | Jiangsu Aoliwei Sensing High-Tech Co., Ltd. |
| Information Disclosure Obligor, CALB Group | CALB Group Co., Ltd. |
| Transferor | Li Hongqing |
| Share Transfer Agreement | Share Transfer Agreement between Li Hongqing and CALB Group Co., Ltd. regarding Jiangsu Aoliwei Sensing High-Tech Co., Ltd. |
| Voting Rights Waiver Agreement | Voting Rights Waiver Agreement between Li Hongqing and CALB Group Co., Ltd. regarding Jiangsu Aoliwei Sensing High-Tech Co., Ltd. |
| Conditional Share Subscription Agreement | Conditional Share Subscription Agreement between Jiangsu Aoliwei Sensing High-Tech Co., Ltd. and CALB Group Co., Ltd. |
| This Change of Equity, This Transaction | CALB Group obtains control of the listed company through agreement transfer and voting rights waiver, and subscribes for shares issued to specific targets in cash. |
| This Agreement Transfer | CALB Group acquires 87,620,380 shares of Aoliwei Sensing held by Li Hongqing via agreement transfer. |
| This Voting Rights Waiver | Li Hongqing irrevocably waives the voting rights of 155,725,311 shares of the listed company for 60 months from the date of completion of the share transfer registration and payment of the transfer consideration. |
| Financial Advisor | Guolian Minsheng Securities Underwriting & Sponsorship Co., Ltd. |
| CSRC | China Securities Regulatory Commission |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Administrative Measures | Administrative Measures for the Takeover of Listed Companies |
| Yuan, Thousand Yuan, Ten Thousand Yuan, Hundred Million Yuan | RMB Yuan, Thousand Yuan, Ten Thousand Yuan, Hundred Million Yuan |
Note: Any discrepancies between the total and the sum of the parts in this report are due to rounding.