Opinion on the Transaction Not Constituting a Restructuring Listing Situation
Hangzhou Wanlong Optoelectronic Equipment Co., Ltd. (hereinafter referred to as "the listed company") intends to issue shares and pay cash to acquire 100% of Zhejiang Zhongkong Information Industry Co., Ltd. (hereinafter referred to as "the target company" or "Zhongkong Information") and raise supporting funds (hereinafter referred to as "this transaction"). Caitong Securities Co., Ltd. (hereinafter referred to as "the independent financial advisor" or "Caitong Securities") has conducted a review regarding whether this transaction constitutes a restructuring listing situation as defined in Article 13 of the Major Asset Restructuring Management Measures and presents the following opinion:
Before this transaction, the actual controller of the listed company was Mr. Fu Xiaotong. In this transaction, the listed company plans to pay the performance commitment party with shares issued in phases and issue shares in a lump sum to other transaction parties excluding the performance commitment party. After each phase of issuance, the shareholding structure of the listed company is as follows: