Zheshang Securities Co., Ltd. Audit Report on Shenzhen Aikeleite Technology Co., Ltd.'s Transaction Compliance with GEM Listing Rules
Shenzhen Aikeleite Technology Co., Ltd. (hereinafter referred to as the "Company") proposes to issue shares and pay cash to purchase 100% equity of Dongguan Guiqiang Insulation Materials Co., Ltd. (hereinafter referred to as "Dongguan Guiqiang") from its shareholders and raise supporting funds (hereinafter referred to as the "Transaction").
Zheshang Securities Co., Ltd. (hereinafter referred to as "Zheshang Securities" or "Independent Financial Advisor") serves as the independent financial advisor for the Company's Transaction. Zheshang Securities has conducted a review to determine whether the Transaction complies with the "Measures for the Administration of Securities Issuance Registration for Listed Companies" (hereinafter referred to as the "Registration Management Measures"), the "Guidelines for the Continuous Supervision of GEM Listed Companies (Trial)" (hereinafter referred to as the "Continuous Supervision Guidelines"), and the "Shenzhen Stock Exchange Rules for the Examination of Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Examination Rules"). The details are as follows:
I. The Transaction Complies with the Relevant Provisions of the "Registration Management Measures"
(I) The Transaction Does Not Involve Circumstances Prohibited by Article 11 of the "Registration Management Measures" for Issuance to Specific Objects
The Company does not fall under the following circumstances prohibited by Article 11 of the "Registration Management Measures" for issuance to specific objects:
- Unauthorized changes to the use of previous fundraising proceeds that have not been rectified, or have not been approved by the shareholders' meeting;
- The preparation and disclosure of financial statements for the most recent year do not comply with accounting standards or relevant information disclosure rules in material aspects; the audit report for the most recent year's financial statements was issued with a negative or disclaimer opinion; the audit report for the most recent year's financial statements was issued with a qualified opinion, and the material adverse impact of the matters covered by the qualification has not been eliminated. This exclusion does not apply to transactions involving major asset restructurings;
- Current directors, supervisors, 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 reprimands from the stock exchange in the most recent year;
- The Company and its current directors, supervisors, and senior management personnel are under investigation by judicial authorities for suspected crimes or by the China Securities Regulatory Commission for suspected violations of laws and regulations;
- The controlling shareholder and actual controller have engaged in serious violations of laws that have severely harmed the interests of the Company or the legitimate rights and interests of investors in the past three years;
- Serious violations of laws that have severely 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 Management Measures."
(II) The Transaction Complies with Article 12 of the "Registration Management Measures"