Guoyuan Securities Co., Ltd. Regarding Tianjin Ruisin Technology Co., Ltd.'s Termination of Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction Audit Opinion
Guoyuan Securities Co., Ltd. (hereinafter referred to as "Guoyuan Securities" or "Independent Financial Advisor") is the independent financial advisor for Tianjin Ruisin Technology Co., Ltd. (hereinafter referred to as "Ruisin Technology", "the Company", or "the Listed Company") regarding the proposed issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transaction matters (hereinafter referred to as "the Transaction"). In accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies" and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 8 - Major Asset Restructuring" and other relevant laws and regulations, it has prudently reviewed the process and reasons for the termination of the Transaction and, based on the confirmed relevant circumstances, hereby issues the Independent Financial Advisor's Audit Opinion (hereinafter referred to as "this Audit Opinion") as follows:
I. Basic Situation of the Transaction
Ruisin Technology proposed to acquire 51% of the equity of Wuhu Deheng Automotive Equipment Co., Ltd. (hereinafter referred to as "the Target Company") from 10 counterparties including Tong Xiaoping and Zhang Yapeng by issuing shares and paying cash. It also proposed to issue shares to no more than 35 qualified specific investors, including Huangshan Kaitou Lingdun Venture Capital Co., Ltd., to raise supporting funds (hereinafter referred to as "the Transaction"). Upon completion of the Transaction, the Target Company would become a controlling subsidiary of the Listed Company.
According to the "Administrative Measures for Major Asset Restructuring of Listed Companies" and other relevant laws and regulations, the Transaction constituted a major asset restructuring and a related party transaction, but not a restructuring for backdoor listing.
II. Work Done by the Listed Company During the Progress of the Transaction
During the planning and progress of the Transaction, the Company strictly followed the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"). The Company organized all relevant parties to actively carry out various tasks related to the Transaction. The Company convened board meetings and shareholder meetings to review and approve the proposals related to the Transaction. It appointed independent financial advisors, auditing firms, appraisal firms, and legal advisors, among other intermediaries, to conduct due diligence, audits, and appraisals on the Target Company. The Company engaged in multiple rounds of communication, negotiation, and deliberation with the counterparties regarding the Transaction plan. During the planning and progress of the Transaction, the Company fulfilled its information disclosure obligations in a timely manner and fully alerted investors to investment risks. The main process of the Transaction is as follows: