Guotai Junan Securities Co., Ltd.
Audit Opinion on the Impact of Changzhou Yingke Technology Co., Ltd.'s Major Asset Restructuring on the Company's Immediate Returns and Measures to Prevent and Compensate for Dilution
Changzhou Yingke Technology Co., Ltd. (hereinafter referred to as "the Company" or "Yingke Technology") plans to acquire a 51% equity interest in Changzhou Yingke Electric Co., Ltd. (hereinafter referred to as "the Target Company" or "Yingke Electric") held by Yu Biao, Yu Yingzhong, and Zhu Lijuan with cash (hereinafter referred to as "the Transaction").
As the independent financial advisor for the Company's Transaction, Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Independent Financial Advisor" or "Guotai Junan"), in accordance with the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), the "Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns from Issuance, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), has conducted an audit on the dilution of immediate returns from the Transaction and related compensatory measures. The audit findings are as follows:
One, The Impact of the Transaction on Earnings Per Share
According to the "Review Report of Changzhou Yingke Technology Co., Ltd." issued by Lixin Certified Public Accountants (Xin Hui Shi Bao Zi [2026] No. ZH10352), the comparison of major financial indicators before and after the Transaction is as follows:
| Project | March 31, 2026 / January-March 2026 | December 31, 2025 / Full Year 2025 |
|---|---|---|
| Before Transaction | After Transaction (Pro Forma) | |
| Net Profit Attributable to Parent Company Shareholders (RMB 10,000) | -110.54 | 1,337.31 |
| Basic Earnings Per Share (RMB/Share) | -0.01 | 0.18 |
Upon completion of the Transaction, the Target Company will become a控股 subsidiary of the Company. The Company's net profit attributable to parent company shareholders and basic earnings per share are expected to increase. Through further integration with the Target Company, the Company's sustained profitability will be further enhanced, which is conducive to improving shareholder returns.
Two, Measures to Compensate for the Dilution of Immediate Returns
To fully protect the interests of the Company's public shareholders, the Company has formulated relevant measures to prevent the dilution of immediate returns from the Transaction, which are as follows: