Guotai Junan Securities Co., Ltd.
Independent Financial Advisor's Audit Opinion on the Transaction's Compliance with CSRC Requirements for Sector Positioning in Major Asset Restructuring
Changzhou Yingzhong Technology Co., Ltd. (hereinafter referred to as the "Listed Company" or "Company") plans to acquire 51% of the equity of Changzhou Yingzhong Electric Co., Ltd. (hereinafter referred to as the "Target Company" or "Yingzhong Electric") held by Yu Biao, Yu Yingzhong, and Zhu Lijuan through cash payment (hereinafter referred to as the "Transaction").
Guotai Junan Securities Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor" or "Guotai Junan"), as the independent financial advisor for the Listed Company's Transaction, has, in accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Guiding Opinions on Continuous Supervision of GEM Listed Companies (Trial)" (hereinafter referred to as the "GEM Continuous Supervision Measures"), the "Interim Provisions on Application and Recommendation for Issuance and Listing of GEM Enterprises of Shenzhen Stock Exchange (2024 Revision)" (hereinafter referred to as the "GEM Interim Provisions"), and the "Shenzhen Stock Exchange Rules for Auditing Major Asset Restructuring of Listed Companies (2025 Revision)" (hereinafter referred to as the "Restructuring Audit Rules"), and other relevant regulations, conducted an audit on whether the Transaction complies with the China Securities Regulatory Commission's requirements for sector positioning in major asset restructuring, and hereby issues the following audit opinion:
I. The Transaction Complies with Article 18 of the "GEM Continuous Supervision Measures" and Article 8 of the "Restructuring Audit Rules"
Article 18 of the "GEM Continuous Supervision Measures" stipulates that "if a listed company undertakes a major asset restructuring or issues shares to acquire assets, the industry to which the target assets belong shall conform to the positioning of the GEM, or be in the same industry or upstream or downstream of the listed company." Article 8 of the "Restructuring Audit Rules" stipulates that "if a GEM listed company undertakes a major asset restructuring, the industry to which the target assets belong shall conform to the positioning of the GEM, or be in the same industry or upstream or downstream of the listed company."
The Target Company conforms to the positioning of the GEM, as detailed below:
(I) Technological Innovation, Creation, and Ingenuity Characteristics of the Target Company
- The Target Company possesses outstanding technological innovation capabilities.
The Target Company focuses on the research and development, production, and sales of insulating materials and molded products for power transmission and transformation equipment. To continuously optimize product performance and drive technological innovation, the Company established an advanced professional testing center early on in China for simulating partial discharge inception voltage tests in insulating oil. The Company has established the Jiangsu Provincial Ultra-High Voltage Transformer Insulation Material Engineering Research Center, which possesses comprehensive testing capabilities that meet all IEC international standards and relevant national standards. It can conduct full-dimensional testing and analysis of mechanical properties, physical and chemical indicators, electrical properties, aging characteristics, and microstructures.