Verification Opinion of Ping An Securities Co., Ltd. on Beijing Capital Online Technology Co., Ltd.'s Acquisition of 40% Equity of a Holding Subsidiary via Cash
Ping An Securities Co., Ltd. (hereinafter "Ping An Securities" or "Sponsor") serves as the continuous supervision sponsor for Beijing Capital Online Technology Co., Ltd. (hereinafter "Capital Online" or "Company"). In accordance with the "Administrative Measures for the Sponsorship of Securities Issuance and Listing," the "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange," the "Shenzhen Stock Exchange Guidelines for Self-Regulation of Listed Companies No. 13 — Sponsorship Business," the "Shenzhen Stock Exchange Guidelines for Self-Regulation of Listed Companies No. 2 — Standardized Operation of Companies Listed on the ChiNext Market," and other relevant laws, regulations, and the "Articles of Association," the Sponsor has verified the Company's acquisition of 40% equity of its holding subsidiary via cash. The details are as follows:
I. Overview of the Transaction
(I) Basic Information of the Transaction
On June 18, 2026, the Company signed the "Equity Acquisition Agreement of Beijing Zhongjiahexin Communication Technology Co., Ltd." (hereinafter "Transaction Agreement") with Zhangjiajie Maochen Enterprise Management Consulting Center (Limited Partnership) (hereinafter "Maochen Qiguan"), Zhangjiajie Jingfeng Enterprise Management Consulting Center (Limited Partnership) (hereinafter "Jingfeng Qiguan"), Shenzhen Zhongjie Network Information Technology Co., Ltd. (hereinafter "Zhongjie Network"), Beijing Zhongjiayunzhi Digital Technology Co., Ltd. (hereinafter "Zhongjiayunzhi") (the aforementioned parties are collectively referred to as "Counterparties"), Liang Junhai, and Zhongjiahexin. The Company intends to acquire 40% of the target company's equity held by the Counterparties via cash payment for a transaction price of RMB 236.52 million. Details are as follows:
| No. | Counterparty Name | Transfer Price (RMB 10,000) | Equity Transfer Ratio |
|---|---|---|---|
| 1 | Zhangjiajie Maochen Enterprise Management Consulting Center (LP) | 14,355.5143 | 24.2779% |
| 2 | Zhangjiajie Jingfeng Enterprise Management Consulting Center (LP) | 5,785.7143 | 9.7847% |
| 3 | Shenzhen Zhongjie Network Information Technology Co., Ltd. | 2,237.9143 | 3.7847% |
| 4 | Beijing Zhongjiayunzhi Digital Technology Co., Ltd. | 1,272.8572 | 2.1526% |
| Total | 23,652.0000 | 40.0000% |
On the same day, the Company's controlling shareholder and actual controller, Mr. Qu Ning, signed the "Supplementary Agreement to the Equity Acquisition Agreement of Beijing Zhongjiahexin Communication Technology Co., Ltd." (hereinafter "Supplementary Agreement") with Maochen Qiguan, Jingfeng Qiguan, Zhongjie Network, and Zhongjiayunzhi. If the Company fails to pay the transfer consideration in full and on time in installments as agreed, Mr. Qu Ning, as the controlling shareholder and actual controller, shall assume unconditional and irrevocable joint and several liability for the guarantee. The joint guarantee period shall be calculated from the date of expiration of the performance period for each installment of the transfer consideration.
Prior to this transaction, the Company signed the "Equity Acquisition Agreement of Beijing Zhongjiahexin Communication Technology Co., Ltd." on June 18, 2022, and acquired 60% of the target company's equity for RMB 160 million. For details, please refer to the announcements disclosed on the Juchao Information website (www.cninfo.com.cn) on June 21, 2022, and July 15, 2022.
(II) Approval Procedures for the Transaction
On June 18, 2026, the Company held the 18th meeting of the 6th Board of Directors, which approved the "Proposal on the Acquisition of the Remaining 40% Equity of the Holding Subsidiary Zhongjiahexin via Cash" with 8 votes in favor, 0 against, and 0 abstentions. This matter has been reviewed by the 5th special meeting of independent directors of the 6th Board of Directors in 2026 and the 2nd meeting of the Strategy Committee in 2026, with all attendees unanimously agreeing. Given the provisions of the supplementary agreement, this transaction constitutes a related-party transaction. According to the "Administrative Measures for Major Asset Restructuring of Listed Companies," this transaction does not constitute a major asset restructuring.