China International Capital Corporation Limited
Regarding Beijing Genewave Technology Development Co., Ltd. Shareholders' Inquiry-Based Transfer of Shares to Specific Institutional Investors: Audit Opinion on Qualifications
China International Capital Corporation Limited (hereinafter referred to as "CICC") and China Securities Co., Ltd. (hereinafter referred to as "China Securities") have been entrusted by the shareholders of Beijing Genewave Technology Development Co., Ltd. (hereinafter referred to as "Genewave") - Guangzhou Zhenxin Communication Technology Co., Ltd. (hereinafter referred to as "Guangzhou Zhenxin" or "Transferor") - to organize and implement the inquiry-based transfer of shares by Genewave shareholders to specific institutional investors (hereinafter referred to as "this Inquiry-Based Transfer").
In accordance with the "Administrative Measures for the Reduction of Shares by Listed Company Shareholders (Trial)", the "Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (GEM) (2025 Revision)", the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Supervision Guidelines No. 18 - Reduction of Shares by Shareholders, Directors, and Senior Management (2025 Revision)", and the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Supervision Guidelines No. 16 - Inquiry-Based and Placement Transfer of Shares by GEM Listed Company Shareholders (2025 Revision)" (hereinafter referred to as "Guideline No. 16"), CICC has audited the qualifications of the Transferor participating in this inquiry-based transfer.
CICC's review of the entrustment of this inquiry-based transfer, the audit of the Transferor's qualifications, and the audit opinion are as follows:
I. Entrustment of this Inquiry-Based Transfer
CICC has received the entrustment from the Transferor for this inquiry-based transfer. The Transferor has entrusted CICC and China Securities to organize and implement this inquiry-based transfer.
II. Audit of Qualifications of Shareholders Participating in this Inquiry-Based Transfer
(I) Audit Process
In accordance with relevant legal and regulatory requirements, CICC has completed the audit of the Transferor's qualifications, including verifying the Transferor's business license and "Commitment and Declaration Letter", and has conducted searches through public information channels to verify the Transferor's qualifications, while also collecting relevant audit working papers.
(II) Audit Findings