CITIC Securities Co., Ltd. Audit Opinion on Shenzhen Guanghetong Wireless Co., Ltd.'s Transaction Diluting Immediate Returns and Measures to Compensate
Shenzhen Guanghetong Wireless Co., Ltd. (hereinafter referred to as "the Company" or "Guanghetong") proposes to acquire 37.16% of the shares of Shenzhen Haisheng Electronics Co., Ltd. (hereinafter referred to as "the Target Company" or "Haisheng Electronics") by way of cash payment, and to control the Target Company through an acting-in-concert agreement (hereinafter referred to as "the Transaction"). The Transaction constitutes a major asset restructuring for the Company.
In accordance with the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), the "Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns from Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), CITIC Securities Co., Ltd. (hereinafter referred to as "the Independent Financial Advisor"), as the independent financial advisor for the Company's major asset restructuring, hereby provides the following audit opinion on whether the Company's immediate returns will be diluted after the completion of this restructuring and the measures the Company plans to take:
I. Impact of the Transaction on the Company's Main Financial Indicators Regarding the Dilution of Immediate Returns
The Transaction is settled by cash payment and does not involve the issuance of new shares. Before the Transaction, the Company's basic earnings per share in 2025 and January-April 2026 were RMB 0.44/share and RMB 0.04/share, respectively. According to the "Pro Forma Review Report," after the restructuring, the Company's basic earnings per share in 2025 and January-April 2026 will be RMB 0.53/share and RMB 0.07/share, respectively, representing an increase of 20.45% and 88.34%. There is no dilution of earnings per share due to this Transaction.
II. Measures Taken by the Company to Compensate for the Dilution of Immediate Returns
The Transaction will not result in the dilution of the Company's immediate returns. To protect the interests of the vast number of investors and enhance the Company's ability to reward shareholders, the Company plans to take the following measures:
(1) Accelerate the integration of Haisheng Electronics and improve the Company's profitability