Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities"), as the independent financial advisor entrusted by Shaoyang Vic Hydraulic Co., Ltd. (hereinafter referred to as "the Company" or "Vic Hydraulic"), is hereby providing its independent financial advisor services for the transaction whereby the Company issues shares and pays cash to acquire 100.00% equity of Chongqing Xinchenghang Rui Technology Co., Ltd. (hereinafter referred to as "the Target Company" or "Xinchenghang Rui") and raises supporting funds (hereinafter referred to as "the Transaction").
In accordance with the requirements of 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 of Shares, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), to protect the right to know and interests of small and medium investors, this report details the impact of the Transaction on the dilution of immediate returns, preventive and compensatory measures, and the verification of relevant commitments.
I. Impact of the Transaction on Earnings Per Share
According to the Company's financial statements and the "Review Report on Pro Forma Financial Statements of Shaoyang Vic Hydraulic Co., Ltd." (Zhonghuan Review Zi [2026] No. 1100002) issued by Zhongshen Zhonghuan Certified Public Accountants (Special General Partnership) (hereinafter referred to as the "Pro Forma Review Report"), before and after the Transaction, excluding the supporting funds raised, the Company's main financial data is as follows:
| Project | Before Transaction | Pro Forma | Change | Before Transaction | Pro Forma | Change |
|---|---|---|---|---|---|---|
| Basic Earnings Per Share (RMB/share) | 0.05 | 0.25 | 0.20 | 0.06 | 0.14 | 0.08 |
| Diluted Earnings Per Share (RMB/share) | 0.05 | 0.25 | 0.20 | 0.06 | 0.14 | 0.08 |
Upon completion of the Transaction, Xinchenghang Rui will become a wholly-owned subsidiary of the Company. The Company's total assets, operating revenue, and net assets attributable to the parent company's shareholders will significantly increase. Before the Transaction, the Company's basic earnings per share for 2024 and 2025 were RMB 0.06/share and RMB 0.05/share, respectively. After the Transaction, these will increase to RMB 0.14/share and RMB 0.25/share, respectively.