CITIC Securities Co., Ltd. Independent Financial Advisor's Review Opinion on the Transaction's Compliance with CSRC's Sector Positioning Requirements for Major Asset Reorganizations
Shenzhen Inovance Technology Co., Ltd. (hereinafter referred to as "the Company" or "Inovance") plans to acquire a 37.16% stake in Shenzhen Hozon Electronics Co., Ltd. (hereinafter referred to as "the Target Company" or "Hozon Electronics") by way of cash payment, and control the Target Company through an acting-in-concert agreement (hereinafter referred to as "the Transaction"). The Transaction constitutes a major asset reorganization of the Company.
Pursuant to the "Notice on Transitional Arrangements for Administrative Licensing Matters Before and After the Full Implementation of the Stock Issuance Registration System," the "Administrative Measures for Major Asset Reorganizations of Listed Companies" (hereinafter referred to as the "Reorganization Measures"), the "Guiding Opinions on Continuous Supervision of GEM Listed Companies (Trial)" (hereinafter referred to as the "GEM Continuous Supervision Opinions"), the "Interim Provisions on Application and Recommendation for Issuance and Listing of GEM Companies (2024 Revision)" (hereinafter referred to as the "Interim Provisions"), and the "Shenzhen Stock Exchange Rules for Review of Major Asset Reorganizations of Listed Companies" (hereinafter referred to as the "Reorganization Review Rules"), CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities") has conducted a review of the Transaction's compliance with the China Securities Regulatory Commission's requirements for sector positioning of major asset reorganizations, the details of which are as follows:
I. The Transaction Complies with Article 18 of the GEM Continuous Supervision Opinions and Article 8 of the Reorganization Review Rules, as detailed below: