Shenzhen Tongye Technology Co., Ltd. (hereinafter referred to as the "Company," "Listed Company," or "Tongye Technology") proposed to acquire 91.69% of the equity of Beijing Silingke Semiconductor Technology Co., Ltd. (hereinafter referred to as "Silingke" or the "Target Company") through cash payment (hereinafter referred to as the "Transaction"), with funds sourced from self-owned and self-raised capital. If the Transaction were successfully implemented, the Company would hold 91.69% of Silingke's equity, and Silingke would become a holding subsidiary of the Company.
On May 29, 2026, Tongye Technology held the 15th meeting of the 4th Board of Directors, where it deliberated and approved the "Proposal on Terminating the Major Asset Restructuring and Signing Relevant Termination Agreements," agreeing to terminate the cash acquisition of 91.69% of Silingke's equity.
China Merchants Securities Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor" or "China Merchants Securities") was engaged by the Listed Company to serve as the independent financial advisor for this Transaction. In accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Guidelines for Information Disclosure and Format of Companies Offering Securities to the Public No. 26 — Major Asset Restructuring of Listed Companies," and the "Regulatory Rules Application Guidelines — Listing Category No. 1," the Independent Financial Advisor has verified the trading of the Listed Company's shares by insiders related to this Transaction and issues the following verification opinion:
I. Self-Inspection Period for Insiders of the Transaction
The self-inspection period for insiders of this restructuring is from the date the Listed Company disclosed the restructuring draft to the date the termination of the restructuring was disclosed, specifically from December 27, 2025, to May 29, 2026 (hereinafter referred to as the "Self-Inspection Period" or "Verification Period").
II. Scope of Verification for Insiders of the Transaction
The scope of verification for insiders of this Transaction includes:
(1) The Listed Company and its directors, supervisors in office before the cancellation of the Supervisory Board, senior management, and relevant informed personnel;
(2) The counterparty to the transaction and its controlling shareholders, actual controllers, directors, supervisors, senior management or main persons in charge, and relevant informed personnel;
(3) The controlling shareholder of the Listed Company and its persons acting in concert, as well as their directors, supervisors, senior management, and relevant informed personnel;
(4) The Target Company and its main persons in charge and relevant informed personnel;
(5) Relevant intermediary agencies providing services for this Transaction and their handling personnel;
(6) Other legal entities and natural persons who were aware of the inside information of this Transaction;
(7) Immediate family members of the aforementioned natural persons, including spouses, parents, and adult children.
III. Trading of Shares by Relevant Insiders
According to the "Inquiry Certificate of Shareholding and Share Changes of Information Disclosure Obligors" and the "Detailed List of Shareholder Share Changes" issued by the Shenzhen Branch of China Securities Depository and Clearing Corporation, as well as the self-inspection reports issued by the subjects under verification, the share trading or shareholding changes of the Listed Company during the verification period are as follows:
(I) Trading of Listed Company Shares by Legal Entities
- China Merchants Securities Co., Ltd.
During the self-inspection period, China Merchants Securities traded the Listed Company's shares as follows: