This asset appraisal report is prepared based on the Chinese Asset Appraisal Standards by Kun Yuan Asset Appraisal Co., Ltd. for the total equity value appraisal project of Shanghai Xingke High-Purity Solvent Co., Ltd. involved in the equity acquisition proposed by Zhejiang Tianyu Pharmaceutical Co., Ltd. on March 23, 2026.
Table of Contents
- Statement ................................................................................................................................. 1
- Asset Appraisal Report - Summary ....................................................................................... 2
- Asset Appraisal Report - Main Text ..................................................................................... 4
- Audit Report of the Appraised Entity as of the Benchmark Date ........................................ 4
- Business Licenses of the Client and the Appraised Entity .................................................. 5
- Commitment Letters from the Client and the Appraised Entity ......................................... 5
- List of Major Ownership Documents Related to the Appraised Object .............................. 5
- Business License of the Asset Appraisal Institution ........................................................... 6
- Membership Certificate of the Asset Appraisal Institution .................................................. 6
- Filing Announcement of the Asset Appraisal Institution ..................................................... 6
- List of Asset Appraisal Institutions Engaged in Securities Services Published by the CSRC on November 4, 2020 .................................................. 6
- Signature of the Appraisal Professional Membership Certificate ......................................... 6
- Detailed Table of Income Method Appraisal ..................................................................... 6
- Summary Table and Detailed Table of Asset-Based Method Appraisal Results ............... 6
1. Client, Appraised Entity, and Other Users of the Asset Appraisal Report
The client for this asset appraisal is Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as Tianyu Pharmaceutical), and the appraised entity is Shanghai Xingke High-Purity Solvent Co., Ltd. (hereinafter referred to as Shanghai Xingke). According to the Asset Appraisal Entrustment Contract, other users of this asset appraisal report are those specified by national laws and regulations.
2. Purpose of the Appraisal
Tianyu Pharmaceutical intends to conduct an equity acquisition, for which it is necessary to evaluate the total equity value of Shanghai Xingke. The purpose of this appraisal is to provide a reference for the total equity value of Shanghai Xingke's shareholders for this economic activity.
3. Appraised Object and Scope of Appraisal
The appraised object is the total equity of Shanghai Xingke involved in the aforementioned economic activity. The scope of the appraisal includes all assets and related liabilities of Shanghai Xingke as of January 31, 2026, which have been declared and audited by Tianjian Accounting Firm (Special General Partnership). According to the audited financial statements provided by Shanghai Xingke as of January 31, 2026, the book values of assets, liabilities, and shareholders' equity are ¥447,141,812.51, ¥144,631,835.28, and ¥302,509,977.23, respectively. According to the consolidated financial statements provided by Shanghai Xingke as of January 31, 2026, the book values of assets, liabilities, owners' equity, and owners' equity attributable to the parent company are ¥423,580,481.43, ¥200,475,897.64, ¥223,104,583.79, and ¥223,104,583.79, respectively.
4. Type of Value
The type of value for this appraisal is market value.
5. Benchmark Date
The benchmark date for the appraisal is January 31, 2026.
6. Basis for Appraisal
The appraisal is based on the following legal and regulatory references:
- Asset Appraisal Law;
- Company Law, Civil Code, Securities Law, etc.;
- Other relevant laws and regulations related to asset appraisal.
7. Appraisal Methods
Based on the characteristics of the appraised entity, the appraisal professionals have chosen to use both the asset-based method and the income method for the evaluation.