Yangtze Securities Underwriting & Sponsorship Co., Ltd. Regarding the Termination of Anhui Yingli Electronics Technology Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds: Due Diligence Report
Yangtze Securities Underwriting & Sponsorship Co., Ltd. (hereinafter referred to as "Yangtze Securities Underwriting") as the independent financial advisor for Anhui Yingli Electronics Technology Co., Ltd. (hereinafter referred to as "Yingli Shares", "the Company" or "the Listed Company")'s proposed issuance of shares and payment of cash to purchase assets and raise supporting funds (hereinafter referred to as "the Transaction" or "the Restructuring"). In accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies" and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 8 - Major Asset Restructuring" and other relevant laws and regulations, we have prudently reviewed the process and reasons for the termination of the Transaction and hereby issue the independent financial advisor's due diligence report (hereinafter referred to as "this Due Diligence Report") based on the confirmed relevant information:
I. Basic Situation of the Transaction
Yingli Shares proposed to issue shares and pay cash to purchase 77.9385% of the shares of Shenzhen Youtel Energy Co., Ltd. (hereinafter referred to as "the Target Company") and raise supporting funds (hereinafter referred to as "the Transaction").
Upon completion of the Transaction, the Target Company would become a controlling subsidiary of the Listed Company. The Transaction would not result in a change of the Listed Company's controlling shareholder and actual controller. The Transaction does not constitute a related-party transaction.
II. Work Done by the Listed Company During the Process of Promoting the Transaction
During the process of planning and promoting the Transaction, the Company strictly followed the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and organized relevant parties to actively carry out various tasks related to the Transaction. The Company convened board meetings and shareholders' meetings to review and approve the proposals related to the Transaction; engaged independent financial advisors, auditing firms, appraisal firms, legal advisors, and other intermediary agencies to conduct due diligence, auditing, and appraisal work on the Target Company; and conducted multiple communications, negotiations, and discussions with the parties to the Transaction regarding the Transaction plan. During the process of planning and promoting the Transaction, the Company fulfilled its information disclosure obligations in a timely manner and fully alerted investors to investment risks. The main process of the Transaction is as follows:
- On April 10, 2025, the Company disclosed the "Announcement on the Suspension of Trading for Planning the Issuance of Shares and Payment of Cash to Purchase Assets". According to the relevant regulations of SZSE, upon the application of the Company to SZSE, the Company's shares (stock name: Yingli Shares; stock code: 300956) were suspended from trading from the opening of trading on April 10, 2025.