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Asset Appraisal Report on the Total Equity Value of Guangdong Nebula Kaiwu Technology Co., Ltd. Involved in the Proposed Issuance of Shares and Cash Payment for Asset Acquisition by Guangdong Tianyima Information Industry Co., Ltd.

Tianyi Ma Co., Ltd.··98 pages

✨ AI Summary

Guangdong Tianyima Information Industry Co., Ltd. plans to acquire equity in Guangdong Nebula Kaiwu Technology Co., Ltd. through a combination of share issuance and cash payments. Jinzheng (Shanghai) Asset Appraisal Co., Ltd. was engaged to evaluate the market value of the target company's total equity as of December 31, 2025. The appraisal utilized both income and market approaches to determine the valuation for this M&A transaction.

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Asset Appraisal Report on the Total Equity Value of Guangdong Nebula Kaiwu Technology Co., Ltd. Involved in the Proposed Issuance of Shares and Cash Payment for Asset Acquisition by Guangdong Tianyima Information Industry Co., Ltd.

Jinzheng Appraisal Report No. [2026] A0575

(One volume, Volume 1)

Jinzheng (Shanghai) Asset Appraisal Co., Ltd.

June 30, 2026

[Image: Company logo]

China Appraisal Society

Appraisal Business Report Filing Receipt

ItemContent
Report Code3132020024202600385
Contract No.Jinzheng Contract No. [2026] A06024
Report TypeStatutory Appraisal Business Asset Appraisal Report
Report No.Jinzheng Appraisal Report No. [2026] A0575
Report TitleAsset Appraisal Report on the Total Equity Value of Guangdong Nebula Kaiwu Technology Co., Ltd. Involved in the Proposed Issuance of Shares and Cash Payment for Asset Acquisition by Guangdong Tianyima Information Industry Co., Ltd.
Appraisal Conclusion1,250,000,000.00 Yuan
Appraisal DateJune 30, 2026
Appraisal AgencyJinzheng (Shanghai) Asset Appraisal Co., Ltd.
SignatoriesGuan Chi (Appraiser) Formal Member No.: 31200097; Qian Yanwei (Appraiser) Formal Member No.: 31190135

Guan Chi, Qian Yanwei Real-name Certification

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Table of Contents

Statement 2

Summary 3

Main Text 5

I. Overview of the Client, the Appraised Entity, and Other Users of the Asset Appraisal Report 5

II. Purpose of Appraisal 36

III. Object and Scope of Appraisal 36

IV. Value Type 71

V. Appraisal Base Date 72

VI. Basis for Appraisal 72

VII. Appraisal Methods 74

VIII. Implementation Process and Status of Appraisal Procedures 80

IX. Appraisal Assumptions 81

X. Appraisal Conclusion 82

XI. Explanation of Special Matters 84

XII. Explanation of Restrictions on the Use of the Asset Appraisal Report 85

XIII. Date of Asset Appraisal Report 85

Attachments 87

Statement

  1. This asset appraisal report is prepared in accordance with the Basic Standards for Asset Appraisal issued by the Ministry of Finance and the Asset Appraisal Practice Standards and Code of Ethics issued by the China Appraisal Society.

  2. The client or other users of the asset appraisal report shall use the report in accordance with laws, administrative regulations, and the scope of use stated in this report. This appraisal agency and the appraisers shall not be held liable if the client or other users violate these provisions. This report is intended solely for the client and other users agreed upon in the appraisal engagement contract; no other institutions or individuals may become users of this report. Users should correctly understand and use the appraisal conclusion, which is not equivalent to the realizable price of the appraised object and should not be considered a guarantee of such price.

  3. This appraisal agency and the appraisers comply with laws, administrative regulations, and appraisal standards, adhere to the principles of independence, objectivity, and fairness, and assume legal responsibility for the issued report.

  4. The list of assets and liabilities and future earnings forecast data involved in the appraisal object are declared by the client and the appraised entity and confirmed by their signatures, seals, or other legally permitted methods. The client and other relevant parties are legally responsible for the authenticity, completeness, and legality of the provided materials.

  5. This appraisal agency and the appraisers have no existing or expected interest in the appraisal object or the relevant parties, and have no bias toward the relevant parties.

  6. The appraisers have conducted on-site investigations of the appraisal object and its involved assets, paid necessary attention to the legal ownership status, verified the legal ownership documents, disclosed discovered issues truthfully, and requested the client and other relevant parties to improve property rights to meet the requirements for issuing this report.

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