Guoyuan Securities Co., Ltd.
Special Due Diligence Opinion on the Report of Self-Inspection of Trading of Shares by Related Parties in the Acquisition of Assets and Raising of Supporting Funds by Tianjin RuiXin Technology Co., Ltd. and Related Party Transactions
Tianjin RuiXin Technology Co., Ltd. (hereinafter referred to as "RuiXin Technology" or "the Company") intends to acquire 51% of the equity of Wuhu Deheng Automotive Equipment Co., Ltd. (hereinafter referred to as "the Target Company") from 10 transaction counterparties including Xiao Ping and Ya Peng Zhang by issuing shares and paying cash. Concurrently, it plans to raise supporting funds by issuing shares to no more than 35 qualified specific targets, including Huangshan Kaitou Lingdun Venture Capital Co., Ltd. (hereinafter referred to as "Kaitou Lingdun"), for this transaction (hereinafter referred to as "this Transaction").
As the independent financial advisor for this Transaction, Guoyuan Securities Co., Ltd. (hereinafter referred to as "Guoyuan Securities" or "Independent Financial Advisor"), in accordance with the "Securities Law of the People's Republic of China," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Information Disclosure Content and Format Standards for Public Offering of Securities by Companies No. 26 - Major Asset Restructuring of Listed Companies," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 8 - Major Asset Restructuring," and "Supervisory Rules Application Guidelines - Listed Companies No. 1," and other relevant laws, regulations, and normative documents, has investigated the trading of shares by insiders of the Company related to this Transaction. The details are as follows:
I. Self-Inspection Period for Insiders of This Transaction
The self-inspection period for the trading of shares related to this Transaction is the six months prior to the Company applying for stock suspension for this Transaction or the first resolution of the Board of Directors of RuiXin Technology (whichever is earlier) until the day before the disclosure of the "Report on the Acquisition of Assets and Raising of Supporting Funds by Issuing Shares and Paying Cash by Tianjin RuiXin Technology Co., Ltd. and Related Party Transactions (Draft)" (hereinafter referred to as the "Self-Inspection Period"), which is from August 4, 2025, to June 8, 2026.
II. Scope of Investigation for Insiders of This Transaction
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The Company and its directors, senior management, and relevant informed personnel;
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The Company's controlling shareholder, indirect controlling shareholder, ultimate controlling shareholder, and their directors, supervisors, and senior management personnel and relevant informed personnel;
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The transaction counterparties and their directors, supervisors, senior management, or principal responsible persons and relevant informed personnel;
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The Target Company and its directors, supervisors, senior management, and relevant informed personnel;
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Intermediary agencies providing services for this Transaction and their personnel;
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Other insiders who learned about the information of this restructuring through direct or indirect means before the suspension of trading for this major restructuring;
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The lineal relatives of the natural persons mentioned in items 1 to 6 above, including spouses, parents, and adult children aged 18 and above.
III. Trading of Shares by Insiders During the Self-Inspection Period of This Transaction
According to the "Inquiry Certificate of Shareholding and Share Change of Information Disclosure Obligors" and "Detailed List of Shareholder Share Changes" issued by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, and the self-inspection reports and commitment letters issued by the relevant insiders within the scope of investigation, the trading of RuiXin Technology shares by the subjects included in the scope of insiders during the self-inspection period is as follows:
(I) Trading of Listed Company Shares by Relevant Institutions
During the self-inspection period, the trading of RuiXin Technology shares by relevant institutions within the scope of this Transaction investigation is as follows: