Reply from Zhongrui Shilian Asset Appraisal Group Co., Ltd. Regarding the Shenzhen Stock Exchange's Inquiry Letter on Chuangye Heima Technology Group Co., Ltd. (Revised Draft) April 2026
5-2 Shenzhen Stock Exchange: We have received your inquiry letter dated July 14, 2025, titled "Inquiry Letter on Chuangye Heima Technology Group Co., Ltd.'s Issuance of Shares and Cash Payment for Asset Acquisition and Fundraising Application" (Inquiry Letter [2025] No. 030010) (hereinafter referred to as "Inquiry Letter"). Chuangye Heima Technology Group Co., Ltd. (hereinafter referred to as "Chuangye Heima," "the listed company," or "the company") and the relevant intermediary institutions have conducted a thorough review and implementation of the issues listed in the Inquiry Letter. They have made corresponding revisions and supplementary disclosures in the "Draft Report on Issuance of Shares and Cash Payment for Asset Acquisition by Chuangye Heima Technology Group Co., Ltd." (hereinafter referred to as "Reorganization Report"). Zhongrui Shilian Asset Appraisal Group Co., Ltd. (hereinafter referred to as "Zhongrui Shilian" or "the appraisal institution"), as the appraisal institution for this reorganization, hereby provides the following verification opinions.
Note:
- Unless otherwise stated, the abbreviations or terms in this reply have the same meanings as those in the "Draft Report on Issuance of Shares and Cash Payment for Asset Acquisition by Chuangye Heima Technology Group Co., Ltd." (hereinafter referred to as "Reorganization Report").
- Any discrepancies between the total figures and the sum of individual items in this reply are due to rounding.
5-3 Question 3. Regarding the asset appraisal application documents, it is shown that: (1) The transaction uses the income method as the pricing basis. According to the income method appraisal, the total equity value of the target asset is 282 million yuan, with an appreciation rate of 481.36%. (2) After the establishment of the Suzhou subsidiary in 2024, part of the electronic copyright certification services will be transferred to it (settlement price at 75% of market price), but the actual business will still be executed by the parent company. Given that the future business scale of the subsidiary depends on the parent company's business allocation strategy, there is significant uncertainty. Therefore, when forecasting the parent company's future operations, the actual revenue for 2024 is used as the basis, adjusting for the discount effect of the subsidiary's business (restoring the subsidiary's recognized 75% settlement price to the full market price) and applying a certain growth rate for calculations. According to the company's five-year development plan, the revenue from electronic copyright certification services is expected to maintain a growth rate of 4% in 2025, with a gradual decline in growth rates in subsequent years, stabilizing after 2029. (3) In 2024, the revenue from software copyright registration agency and other businesses of the target asset decreased by 48.53%. The income method appraisal predicts that the revenue from software copyright registration agency services and others will continue at the 2024 level in 2025, maintaining a stable development trend in the future. (4) In the income method appraisal, it is expected that the operating capital of the target asset will decrease each year during the forecast period, corresponding to an increase in the company's free cash flow. (5) In determining the discount rate for the income method appraisal, the selected comparable companies differ from those used to demonstrate pricing fairness and analyze the financial condition and profitability of the target asset. (6) In the asset-based appraisal, the income method is used to evaluate the technical intangible assets of the target asset, based on the forecasted revenue of the technical intangible assets in future years.