Caitong Securities Co., Ltd.
Regarding Hangzhou Wanlong Optoelectronic Co., Ltd.'s Special Audit Report on Trading of Securities by Institutions and Individuals During the Self-Inspection Period of Share Issuance and Cash Payment for Asset Purchase and Fundraising and Connected Transactions
Hangzhou Wanlong Optoelectronic Co., Ltd. (hereinafter referred to as the "Company") plans to issue shares and pay cash to acquire 100% of the equity 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 the "Transaction").
Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or "Independent Financial Advisor") is the independent financial advisor for the Company in this Transaction. According to the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Measures for the Administration of Major Asset Restructuring of Listed Companies," the "Regulations of the China Securities Regulatory Commission on Regulating Certain Issues Concerning Major Asset Restructuring of Listed Companies," the "Format and Content Disclosure Rules for Public Issuance of Securities by Companies No. 26 – Major Asset Restructuring of Listed Companies," the "Supervision Guidelines for Listed Companies No. 7 – Supervision of Abnormal Trading of Securities Related to Major Asset Restructuring of Listed Companies," and the "Regulatory Rules Application Guide – Type Listed Companies No. 1," as well as other relevant laws, regulations, normative documents, and relevant regulations of the China Securities Regulatory Commission and stock exchanges, a special audit was conducted on the trading of the Company's shares by insiders during the audit period, and the audit report is hereby issued as follows:
I. Scope and Period of the Audit of Insiders in this Transaction
(I) Audit Scope
Based on the "Insider Registration Form" provided by the Company and the self-inspection reports on stock trading in the secondary market submitted by various parties, the scope of the audit of insiders in this Transaction is as follows:
- The Company and its directors, supervisors (who served during the audit period), and senior management;
- The actual controller of the Company;
- The counterparty to the transaction and its directors, supervisors, senior management, and its executive partner;
- The legal representative and authorized representatives (if a partnership) of the counterparty;
- The directors, supervisors, and senior management of the Target Company;
- Intermediary institutions providing services for this Transaction and their specific personnel;
- Other individuals who are aware of the inside information of this restructuring;
- Direct relatives of the individuals mentioned in items 1 to 6 above, including spouses, parents, and adult children.
(II) Self-Inspection Period
The self-inspection period for insiders of this Transaction is the six months prior to the Company's announcement of the suspension of trading for the major asset restructuring plan (June 3, 2025) up to the day before the disclosure of the "Report on the Issuance of Shares and Cash Payment for Asset Purchase and Fundraising and Connected Transactions of Hangzhou Wanlong Optoelectronic Co., Ltd. (Draft)" (May 28, 2026).
II. Situation of Trading of the Company's Shares by Relevant Parties to this Transaction
According to the "Inquiry Certificate of Shareholding and Share Change of Information Disclosure Obligors" and the "Details of Shareholder Share Change" issued by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, as well as the self-inspection reports and/or commitment letters provided by the aforementioned insiders, the situation of trading of the Company's shares by the parties within the scope of the audit during the audit period is as follows:
(I) Trading of the Company's Shares by Relevant Individuals