CITIC Securities Co., Ltd. Audit Opinion on Shenzhen Guanghetong Wireless Co., Ltd.'s Compliance with Article 11 and Non-Applicability of Articles 43 and 44 of the Management Measures for Major Asset Restructuring of Listed Companies
Shenzhen Guanghetong Wireless Co., Ltd. (hereinafter referred to as "the Company" or "Guanghetong") intends to acquire 37.16% of the shares of Shenzhen Honsheng Electronics Co., Ltd. (hereinafter referred to as "the Target Company" or "Honsheng Electronics") by paying cash, and simultaneously control the Target Company through an acting-in-concert agreement (hereinafter referred to as "the Transaction"). The Transaction constitutes a major asset restructuring of the Company.
After verification, this independent financial advisor hereby expresses the following audit opinion on the Transaction's compliance with Article 11 and non-applicability of Articles 43 and 44 of the "Management Measures for Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Measures").
I. The Transaction Complies with Article 11 of the Restructuring Measures
(I) Complies with national industrial policies and relevant laws and regulations on environmental protection, land management, anti-monopoly, foreign investment, and external investment.
- The Transaction Complies with National Industrial Policies
The Target Company's main business is the research, development, design, production, and sales of automotive electronic products. According to the "Classification of National Economic Industries (GB/T4754-2017)," the Target Company's industry belongs to "Automotive Manufacturing" and specifically "Manufacture of Automotive Parts and Accessories" (Classification Code C3670). According to the "Guidance Catalog for Industrial Structure Adjustment (2024 Edition)" issued by the National Development and Reform Commission, the Target Company's industry is "Key Components and Technologies for Smart Vehicles," which is a encouraged category. Therefore, the Transaction complies with national industrial policies.
- The Transaction Complies with Laws and Regulations on Environmental Protection
During the reporting period, the Target Company has complied with laws and regulations on environmental protection and has not committed any major violations of environmental protection laws and regulations. The Transaction complies with national laws and regulations on environmental protection.
- The Transaction Complies with Laws and Regulations on Land Management
During the reporting period, the Target Company has not been subject to any major administrative penalties for violating laws and regulations on land management. The Transaction complies with relevant laws and regulations on land management.
- The Transaction Complies with Laws and Regulations on Anti-Monopoly