Table of Contents
Section 1 Statement
Section 2 Definitions
Section 3 Financial Advisor's Undertakings
Section 4 Financial Advisor's Due Diligence Report
I. Verification of the Truthfulness, Accuracy, and Completeness of Information Disclosed in the "Detailed Report on Changes in Equity" (Revised Draft)
The financial advisor, based on principles of good faith and diligence, has conducted due diligence according to regulatory procedures on the information disclosed in the "Detailed Report on Changes in Equity" (Revised Draft) prepared by the information disclosure obligors. After review and necessary verification, no false or misleading statements or material omissions were found. The information disclosure obligors have provided relevant statements, undertaking individual and joint legal responsibility for the truthfulness, accuracy, completeness, and legality of the provided materials.
Based on the analysis and arrangements, the financial advisor believes that the information disclosed by the information disclosure obligors in the "Detailed Report on Changes in Equity" (Revised Draft) is true, accurate, and complete, complying with the disclosure requirements of the "Securities Law," "Administrative Measures for the Takeover of Listed Companies," "Format Guidelines No. 15 for Public Issuance of Securities Company Information Disclosure - Reports on Changes in Equity," and "Format Guidelines No. 16 for Public Issuance of Securities Company Information Disclosure - Reports on Takeover of Listed Companies," and other relevant laws, regulations, and normative documents.
II. Verification of the Purpose of the Equity Change
(I) Verification of the Purpose of the Equity Change by the Information Disclosure Obligor
Mr. Shao Jianfeng has served the listed company for many years and has been an important member of the company's core management. Optimistic about the company's future development prospects, to better achieve the corporate vision of "building a first-class enterprise and creating a century of today" and the corporate mission of "making IoT technology smarter," and upholding the "Today International" spirit of "working together with one heart to create shared success," he intends to acquire controlling interest in the listed company through this equity change. This will enhance shareholders' participation in corporate governance, improve the company's risk resistance capabilities, promote the company's long-term stable development, and increase returns for public shareholders.
The financial advisor has communicated with the information disclosure obligor regarding the purpose of the acquisition. After verification, the financial advisor believes that the purpose of the equity change stated by the information disclosure obligor is reasonable and complies with current laws and regulations.
(II) Verification of Plans for Further Increasing Holdings or Disposing of Existing Equity in the Next 12 Months
Based on the information disclosure obligor's relevant written confirmation, after verification, as of the date of this report, the information disclosure obligor has no definite plan to further increase holdings in the listed company or to directly or indirectly dispose of its existing equity in the next 12 months. Should any equity change occur in the future, the information disclosure obligor will follow relevant legal procedures and disclosure obligations.
III. Verification of the Information Disclosure Obligor
(I) Verification of the Basic Information of the Information Disclosure Obligor
After verification, as of the date of this report, the basic information of the information disclosure obligor is as follows: