Financial Advisor's Verification Opinion
[Chart: Beijing Bestar Securities logo]
Financial Advisor
August 2026
Table of Contents
Section 1 Definitions 3
Section 2 Preface 4
Section 3 Financial Advisor's Commitments and Declarations 5
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Financial Advisor's Commitments 5
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Financial Advisor's Declarations 5
Section 4 Financial Advisor's Verification Opinion 7
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Verification of the Content of the Report on Change of Equity 7
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Verification of the Purpose of this Equity Change 7
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Verification of the Basic Information of the Information Disclosure Obligor 8
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Verification of the Method of this Equity Change 15
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Verification of Restrictions on Rights of Shares Involved in this Equity Change 17
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Verification of the Information Disclosure Obligor's Plan to Continue Increasing Equity in the Listed Company within the Next 12 Months 17
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Verification of the Source and Legality of Funds for this Equity Change 18
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Verification of Decision-making Procedures Performed for this Equity Change 18
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Verification of the Information Disclosure Obligor's Subsequent Plans 19
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Verification of the Impact of this Equity Change on the Listed Company 20
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Verification of Other Rights Set on the Acquisition Target and Other Compensation Arrangements 24
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Verification of Whether Arrangements Have Been Made to Maintain Stable Operations of the Listed Company During the Acquisition Transition Period, and Whether Such Arrangements Comply with Relevant Regulations 24
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Verification of Major Transactions with the Listed Company 25
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Verification of Trading of Listed Company Shares within the Previous Six Months 26
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Verification of Whether the Original Controlling Shareholder, Actual Controller, and Their Related Parties of the Listed Company Have Outstanding Debts to the Company, Unreleased Guarantees Provided by the Company for Their Debts, or Other Circumstances Damaging the Company's Interests 26
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Explanation of Third-Party Engagement 26
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Conclusive Opinion 27
Section 1 Definitions
Unless the context otherwise requires, the following abbreviations in this verification opinion have the following meanings:
| Abbreviation | Meaning |
|---|---|
| This Verification Opinion | Financial Advisor's Verification Opinion of Beijing Bestar Securities Investment Consulting Co., Ltd. on the Report on Change of Equity in Shenzhen Sunway Technology Co., Ltd. |
| Listed Company, Sunway Technology | Shenzhen Sunway Technology Co., Ltd. |
| Information Disclosure Obligor, Shenzhen Yuanqi | Shenzhen Yuanqi Infinite Technology Partnership (Limited Partnership) |
| Transferors | Shi Weiping, Liu Hui, Xue Feng, Wang Changhua |
| Dongxin Zhiqing | Shenzhen Dongxin Zhiqing Technology Co., Ltd. |
| Dongxinxin | Shenzhen Dongxinxin Technology Co., Ltd. |
| Dongxin Group | Dongxinxin and its subsidiaries |
| Dongxin Marketing Technology | Dongxin Marketing Technology Co., Ltd. |
| This Equity Change | The act of Shenzhen Yuanqi acquiring 43,422,354 shares (22.50% of the total share capital) of the listed company from the transferors via agreement transfer |
| Target Shares | The 43,422,354 tradable shares of the listed company involved in this equity change |
| Share Transfer Agreement | The Share Transfer Agreement signed by Shenzhen Yuanqi with Shi Weiping, Liu Hui, Xue Feng, and Wang Changhua on July 31, 2026 |
| Report on Change of Equity | Report on Change of Equity in Shenzhen Sunway Technology Co., Ltd. |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Acquisition Management Measures | Administrative Measures for the Acquisition of Listed Companies |
| Format Guidelines No. 15 | Content and Format Guidelines for Information Disclosure by Companies Offering Securities to the Public No. 15 - Report on Change of Equity |
| Format Guidelines No. 16 | Content and Format Guidelines for Information Disclosure by Companies Offering Securities to the Public No. 16 - Report on Acquisition of Listed Companies |
| Articles of Association | Articles of Association of Shenzhen Sunway Technology Co., Ltd. |
| This Financial Advisor | Beijing Bestar Securities Investment Consulting Co., Ltd. |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| Yuan, Ten Thousand Yuan | RMB Yuan, RMB Ten Thousand Yuan (unless otherwise specified) |