To: Shenzhen Stock Exchange
We have received your "Implementation Letter Regarding the Review Opinions of the M&A and Reorganization Committee on the Application of Chuangye Heima Technology Group Co., Ltd. for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds" (Audit Letter [2026] No. 030012) (hereinafter referred to as the "Implementation Letter") issued on August 5, 2026. Guolian Minsheng Investment Banking Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor" or "Guolian Minsheng"), as the independent financial advisor engaged by Chuangye Heima Technology Group Co., Ltd. (hereinafter referred to as "Chuangye Heima," the "Listed Company," or the "Company"), has, in conjunction with the Company and other intermediaries, conducted a step-by-step verification and implementation of the issues listed in the Implementation Letter. The response is as follows for your review.
Notes:
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Unless otherwise specified, the definitions of abbreviations or terms in this response are the same as those in the "Report on Chuangye Heima Technology Group Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raising of Supporting Funds (Draft)" (hereinafter referred to as the "Restructuring Report").
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If there is a discrepancy between the sum of the items and the total in this response, it is due to rounding.
Table of Contents
Table of Contents 3
Question One 4
Question One
Please explain, in conjunction with the historical evolution of the target company's largest customer, business dealings between the two parties, and personnel overlap, whether there is any related-party relationship or interest transfer between the customer and the target company and its related parties, and whether the relevant information disclosure is true, accurate, and complete.
Please have the independent financial advisor, accountant, and lawyer verify and express a clear opinion.
Response:
In 2023, 2024, and 2025, the target company's largest customer was Beijing Banyong Technology Culture Co., Ltd. (hereinafter referred to as "Beijing Banyong"). The transaction amounts with the target company were 3.0171 million yuan, 3.3718 million yuan, and 4.0449 million yuan, respectively, accounting for 8.92%, 6.34%, and 5.28% of the target company's operating income in each year.
Beijing Banyong is an enterprise established and actually controlled by former employee Suo Sida. Based on the analysis of Beijing Banyong's historical evolution, business dealings between the two parties, and personnel overlap, and in accordance with the relevant provisions of the "Company Law" and "Accounting Standards for Business Enterprises No. 36 — Related Party Disclosures," there is no related-party relationship between Beijing Banyong and the target company, and there is no interest transfer between Beijing Banyong and the target company and its related parties. From June 2022 to April 2023, Beijing Banyong had a related-party relationship with Zuo Shiqin, a related party of the target company, but it has no related-party relationship with other related parties of the target company.
Given that there are circumstances such as Beijing Banyong being controlled by a former employee of the target company and its management team being mainly composed of former employees of the target company, and that Beijing Banyong was the target company's largest customer during the reporting period, the listed company has, based on the principle of prudence and in accordance with the relevant requirements for information disclosure completeness in the "Administrative Measures for Information Disclosure of Listed Companies" and the "Administrative Measures for Major Asset Restructuring of Listed Companies," disclosed the transactions between Beijing Banyong and the target company in accordance with the disclosure standards for related-party transactions. The relevant information disclosure is true, accurate, and complete. The specific analysis is as follows: