Caitong Securities Co., Ltd.
Audit Opinion on the Compliance of the Transaction with GEM Listing Rules
Hangzhou Wanlong Optoelectronic Equipment Co., Ltd. (hereinafter referred to as the "Company") plans to issue shares and pay cash to acquire 100% of the shares 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 "Independent Financial Advisor" or "Caitong Securities"), as the independent financial advisor for the Company's transaction, has conducted a prudent analysis on whether the transaction complies with the relevant provisions of the "Administrative Measures for the Registration of Issuance of Shares by Listed Companies" (hereinafter referred to as the "Registration Measures"), the "Guiding Opinions on Continuous Supervision of GEM Listed Companies (Trial)" (hereinafter referred to as the "Continuous Supervision Measures"), and the "Rules for the Administration of Major Asset Reorganizations of Listed Companies of the Shenzhen Stock Exchange" (hereinafter referred to as the "Reorganization Rules"), and hereby expresses the following opinions:
I. The Transaction Complies with the Relevant Provisions of the "Registration Measures"
(I) The Transaction Complies with Article 11 of the "Registration Measures"
The Company does not have the following circumstances that prohibit the issuance of shares to specific targets:
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Uncorrected unauthorized changes to the use of previous fundraising, or not approved by the shareholders' meeting;
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The preparation and disclosure of financial statements in the most recent year do not comply with enterprise accounting standards or relevant information disclosure rules in material aspects; the audit report on the financial statements in the most recent year has been issued with a negative opinion or disclaimer of opinion; the audit report on the financial statements in the most recent year has been issued with a qualified opinion, and the material adverse impact of the matters covered by the qualification has not been eliminated. This issuance involves major asset reorganization, which is excluded;
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Current directors and senior management personnel have been subject to administrative penalties from the China Securities Regulatory Commission in the past three years, or have received public criticism from the stock exchange in the most recent year;
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The Company or its current directors and senior management personnel are under judicial investigation for suspected crimes or under investigation by the China Securities Regulatory Commission for suspected violations of laws and regulations;
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The controlling shareholder and actual controller have engaged in serious violations of laws and regulations that seriously harmed the interests of the listed company or the legitimate rights and interests of investors in the past three years;
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Serious violations of laws and regulations that seriously harmed the legitimate rights and interests of investors or the public interest have occurred in the past three years.
Therefore, the Transaction complies with Article 11 of the "Registration Measures".
(II) The Transaction Complies with Article 12 of the "Registration Measures"