Special Verification Opinion of Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd. Regarding the "Restructuring Inquiry Letter for Northern Dragon New Material Technology Co., Ltd." from the Shenzhen Stock Exchange
Shenzhen Stock Exchange:
Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd. (hereinafter referred to as "Tianjian Huachen") was engaged by Northern Dragon New Material Technology Co., Ltd. (hereinafter referred to as "Northern Dragon") to serve as the appraisal institution for its major asset acquisition. Northern Dragon received the "Restructuring Inquiry Letter for Northern Dragon New Material Technology Co., Ltd." (Growth Enterprise Market M&A Inquiry Letter [2026] No. 4, hereinafter referred to as the "Inquiry Letter") from your exchange on May 12, 2026. Tianjian Huachen has carefully analyzed and verified the relevant appraisal issues involved in the Inquiry Letter and hereby issues this verification opinion.
Unless otherwise specified, the terms or abbreviations used in this verification opinion have the same meanings as defined in the "Definitions" section of the draft. If the total sum in any table in this response does not match the sum of the listed values, the discrepancy is due to rounding, unless otherwise specified.
Question 1
The report shows that the equity of the target company has been transferred multiple times during the historical period. In December 2023, the target company was converted into a joint-stock company as a whole and underwent an asset appraisal. The counterparty, Hangzhou Yaqige Investment Management Partnership (Limited Partnership) (hereinafter referred to as Hangzhou Yaqige), is a shareholding platform for the target company and has not carried out actual business operations. During the historical period, there were several changes in partners and shares, and the partners of Hangzhou Yaqige also included three shareholding platforms of the target company. There were historical instances of nominee holding regarding the equity of the target company and the partnership shares of Hangzhou Yaqige. Please explain:
(1) The background, pricing, and basis for the historical equity transfers of the target company, whether there are differences in the overall valuation and appreciation rate compared to this transaction, and the reasons for and reasonableness of such differences.
(2) The differences and reasons for the main assumptions and key parameter settings between the restructuring appraisal and this transaction appraisal, the impact of different appraisal objects and value calibers on the appraisal conclusions, the appraisal of off-book assets and related asset groups in this transaction, the reasons for and reasonableness of the significant differences in valuation and appreciation rates between the two appraisals, and whether the appraisal for this transaction is fair.
(3) The establishment background and compliance of Hangzhou Yaqige and its three upper-level shareholding platforms, partnership agreement arrangements, partner conditions and determination methods, capital contribution and paid-in capital status, related accounting treatment and its compliance with the target company, whether there are undisclosed nominee holdings or other agreement arrangements, and the reasons for and procedural compliance of changes in partners and shares of Hangzhou Yaqige, and whether there are any disputes or potential disputes.
(4) The reasons for and reasonableness of the changes in partners of Hangzhou Yaqige in November and December 2025, and Liaoning Shengjing Talent Development Venture Capital Partnership (Limited Partnership) in January 2026, whether there is improper benefit transfer, and whether the upper-level entities of Hangzhou Yaqige indirectly acquired the equity of the target company after 6 months prior to the first disclosure of this transaction; if so, explain the reasons for and reasonableness of the acquisition, and whether there is improper benefit transfer.
(5) The reasons for and evolution of the formation of nominee holding of equity and partnership shares, whether the nominee holding has been fully disclosed, whether documents for the termination of nominee holding were signed upon termination, and whether the nominee holding involves economic disputes or legal risks; if so, explain the relevant situation and whether it constitutes an obstacle to this transaction.