Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") plans to acquire 100% of Hangzhou Lanran Technology Co., Ltd. from 19 counterparties, including Xiamen Puyu Investment Partnership (Limited Partnership), for a total of 1 billion yuan (hereinafter referred to as "this transaction"). China International Capital Corporation (hereinafter referred to as "Independent Financial Advisor") has been entrusted by the Listed Company to act as the independent financial advisor for this transaction.
In accordance with relevant regulations, including the "Opinions of the State Council on Further Promoting the Healthy Development of Capital Markets" (Guo Fa [2014] No. 17), 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 Capital Markets" (Guo Ban Fa [2013] No. 110), and the "Guidance on Matters Related to the Dilution of Immediate Returns in Initial Public Offerings, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), this Independent Financial Advisor has verified the impact of this transaction on the Listed Company's immediate returns, the proposed mitigation measures, and related commitments, and presents the following opinions.
Unless otherwise stated, the abbreviations or terms in this verification opinion have the same meanings as those in the "Draft Report on the Issuance of Shares by Xiamen Jiarong Technology Co., Ltd. to Purchase Assets and Raise Supporting Funds and Related Transactions."
1. Impact of the Transaction on the Listed Company's Current Earnings Per Share
After the restructuring, the changes in the Listed Company's earnings per share are as follows:
| Financial Indicator | Before Restructuring 2025 | After Restructuring (Pro Forma) |
|---|---|---|
| Basic Earnings Per Share (yuan/share) | 0.44 | 0.36 |