Guotai Junan Securities Co., Ltd.
Regarding
Changzhou Zhongying Technology Co., Ltd.
Special Verification Opinion on Issues Concerning Abnormal Performance Before Major Asset Restructuring or Disposal of Assets in Restructuring
Independent Financial Advisor
Date of Signing: August 2026
Changzhou Zhongying Technology Co., Ltd. (hereinafter referred to as "Zhongying Technology," "the Company," or "the Listed Company") intends to acquire no less than 51% of the equity of Changzhou Zhongying Electric Co., Ltd. (hereinafter referred to as "Zhongying Electric," "the Target Company") from transaction counterparties Yu Yingzhong, Yu Biao, and Zhu Lijuan by paying cash, and obtain control over Zhongying Electric. Upon completion of this transaction, Zhongying Electric will become a controlling subsidiary of the listed company and will be included in the consolidated financial statements of the listed company. This transaction constitutes a major asset restructuring and a related party transaction. Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan," "Independent Financial Advisor") has been appointed by Zhongying Technology as its independent financial advisor for this transaction.
As the independent financial advisor for this transaction, Guotai Junan hereby issues this special verification opinion in accordance with the relevant provisions of the "Guiding Opinions on the Application of Regulatory Rules – Listed Companies No. 1" (hereinafter referred to as the "Guiding Opinions") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in July 2020, regarding the relevant matters involved in the "Guiding Opinions."
The abbreviations and definitions used in this special verification opinion are the same as those in the "Report on Major Asset Purchase and Related Party Transactions of Changzhou Zhongying Technology Co., Ltd. (Draft)," unless otherwise specified.
I. Compliance with Commitments After Listing, and Whether There Are Irregular Commitments, Unfulfilled Commitments, or Incomplete Commitments
(I) Commitment Compliance
Based on the relevant information provided by the listed company and the independent financial advisor's review of the company's periodic reports, relevant announcements, and information on the "Regulatory Measures" and "Commitment Fulfillment" sections of the Shenzhen Stock Exchange website, and inquiries on the CSRC website, China Enforcement Information Disclosure Network, and the Securities and Futures Market Dishonesty Information Inquiry Platform, the major public commitments made by Zhongying Technology and its related parties since the listing of Zhongying Technology (excluding commitments made by related parties in this transaction) and their fulfillment status are shown in the appendix to this special verification opinion. As of the date of this special verification opinion, all the aforementioned public commitments made by Zhongying Technology and its related parties are being fulfilled, and there are no irregular commitments or unfulfilled commitments.
(II) Independent Financial Advisor's Verification Opinion
Based on the announcements disclosed by Zhongying Technology in the past three years and inquiries into public information, the independent financial advisor has verified that as of the date of this special verification opinion, all major public commitments made by Zhongying Technology and its related parties since the listing of Zhongying Technology (excluding commitments made by related parties in this transaction) are being fulfilled, and there are no irregular commitments or unfulfilled commitments.
II. Compliance Operations in the Past Three Years, Whether There Have Been Cases of Illegal Fund Occupation, Illegal External Guarantees, etc., and Whether the Listed Company and its Controlling Shareholders, Actual Controllers, Current Directors, and Senior Management Have Been Subject to Administrative Penalties, Criminal Penalties, Regulatory Measures, Disciplinary Actions by the Exchange, or Administrative Supervision Measures by the CSRC's派出机构, or Are Currently Under Judicial Investigation, CSRC Investigation, or Investigation by Other Relevant Authorities
(I) Compliance Operations in the Past Three Years, and Whether There Have Been Cases of Illegal Fund Occupation or Illegal External Guarantees