Independent Financial Advisor's Verification Opinion on the Termination of Major Asset Restructuring of Shenzhen Tongye Technology Co., Ltd. by China Merchants Securities Co., Ltd.
China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities" or "Independent Financial Advisor") has been entrusted as the independent financial advisor for Shenzhen Tongye Technology Co., Ltd. (hereinafter referred to as "Tongye Technology," "listed company," or "company") regarding its major asset purchase and related transactions. In accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies" and other relevant laws and regulations, we have conducted a prudent verification of the company's termination of the restructuring and hereby present the following opinions:
1. Basic Situation of the Major Asset Restructuring
The listed company intended to purchase 91.69% of the equity of Beijing Silin Technology Co., Ltd. (hereinafter referred to as "Silin Technology" or "target company") for cash (hereinafter referred to as "this transaction"), with funding sourced from its own and raised funds. If this transaction were successfully completed, the listed company would hold 91.69% of the equity of Silin Technology, making it a subsidiary of the company. This transaction constitutes a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." The transaction does not involve the issuance of shares by the listed company and will not lead to changes in the controlling shareholder or actual controller of the company. The listed company will fulfill relevant procedures and disclose related documents in accordance with applicable regulations. According to the "Shenzhen Stock Exchange GEM Listing Rules" and the "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of GEM Listed Companies," this transaction constitutes a related party transaction. For specific details, please refer to the announcements titled "Announcement on Signing the Equity Acquisition Intent Agreement and Related Transactions" (Announcement No.: 2025-043) and "Announcement on the Progress of Acquiring 91.69% Equity of Beijing Silin Technology Co., Ltd. and Signing the <Equity Acquisition Agreement> and <Performance Commitment and Compensation Agreement>" (Announcement No.: 2025-061) and related announcements.