CITIC Securities Co., Ltd.
Audit Opinion on the Self-Inspection Report of Trading of Relevant Parties in the Major Asset Restructuring of Shenzhen Guanghe Communication Co., Ltd.
Shenzhen Guanghe Communication Co., Ltd. (hereinafter referred to as "the Listed Company," "the Company," or "Guanghe Communication") intends to acquire 37.16% of the shares of Shenzhen Hons Electronic Co., Ltd. (hereinafter referred to as "the Target Company" or "Hons Electronic") by paying cash, and to control the Target Company through an acting-in-concert agreement (hereinafter referred to as "the Transaction").
As the independent financial advisor for the Transaction, CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Independent Financial Advisor") has, in accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Guiding Rules for Information Disclosure Content and Format of Publicly Issued Securities Companies No. 26 – Major Asset Restructuring of Listed Companies," "Supervision Guidelines for Listed Companies No. 5 – Registration System for Insiders of Listed Companies," "Supervision Rule Application Guidelines – Listed Companies No. 1," "Supervision Guidelines for Listed Companies No. 7 – Supervision of Abnormal Stock Trading Related to Major Asset Restructuring of Listed Companies," and the requirements of regulatory authorities, conducted an investigation into the trading of the Listed Company's shares by insiders related to the Transaction. The details are as follows:
I. Investigation Period
The investigation period for the trading of shares by insiders involved in the Transaction (hereinafter referred to as "the Investigation Period" or "the Self-Inspection Period") is the six months prior to the first public disclosure of the restructuring matter by the Listed Company up to the day before the disclosure of the restructuring report, i.e., from September 24, 2025, to June 29, 2026.
II. Scope of Investigation
The scope of investigation for insiders involved in the Transaction is as follows:
(I) The Listed Company and its directors, senior management;
(II) The counterparty to the transaction and its directors, supervisors, senior management (or principal responsible persons);
(III) The controlling shareholder and actual controller of the Listed Company, and their directors, supervisors, senior management (if any) and relevant insiders;
(IV) The Target Company and its directors, supervisors, senior management, and relevant insiders;
(V) Intermediary agencies providing services for the Transaction and their personnel;
(VI) Direct relatives of the above-mentioned individuals, including spouses, parents, and adult children.
III. Trading of Listed Company Shares by Relevant Parties During the Investigation Period
According to the "Inquiry Certificate of Shareholding and Share Change of Information Disclosure Obligors" and "Shareholder Share Change Detailed List" issued by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, self-inspection reports, statements, and commitments issued by insiders, and after interviews with relevant individuals, the situation of insiders trading the Listed Company's shares during the self-inspection period is as follows:
(I) Trading of Guanghe Communication A-shares by Relevant Individuals During the Investigation Period
The situation of individuals within the scope of investigation trading the Listed Company's shares during the self-inspection period is as follows: