BDO China Shu Lun Pan Certified Public Accountants LLP
Reply to the Shenzhen Stock Exchange's "Inquiry Letter Regarding the M&A and Restructuring of Beifang Changlong New Material Technology Co., Ltd."
Ref: Xin Kuai Shi Han Zi [2026] No. ZL020
Shenzhen Stock Exchange:
We have received your "Inquiry Letter Regarding the M&A and Restructuring of Beifang Changlong New Material Technology Co., Ltd." (Growth Enterprise Market M&A and Restructuring Inquiry Letter [2026] No. 4) dated May 12, 2026. As the audit institution for the target company in this transaction, BDO China Shu Lun Pan Certified Public Accountants LLP (hereinafter referred to as "the Accountant" or "BDO") has conducted a prudent review of the matters involved and hereby provides the following response for your review.
Unless otherwise specified, the abbreviations used in this reply report are the same as those defined in the "Report (Draft)." All figures in this document are rounded to two decimal places; the sum of the components may differ slightly from the total due to rounding.
The fonts used in this reply represent the following meanings:
| Font | Meaning |
|---|---|
| Bold | Questions listed in the Inquiry Letter |
| Songti | Responses to the questions listed in the Inquiry Letter |
| Bold Italics | Revisions and supplements to documents such as the "Report (Draft)" |
Question 1
The report shows that the target company's equity has been transferred multiple times during the historical period. In December 2023, the target company was converted into a joint-stock company and underwent asset valuation. The counterparty, Hangzhou Yaqige Investment Management Partnership (Limited Partnership) (hereinafter referred to as "Hangzhou Yaqige"), is a shareholding platform for the target company that does not conduct actual business operations. During the historical period, there were several changes in partners and shares, and Hangzhou Yaqige's partners included three other shareholding platforms of the target company. There were historical instances of nominee holding of the target company's equity and Hangzhou Yaqige's partnership shares. Please explain:
(1) The background, pricing, and basis for the historical equity transfers of the target company, whether there are differences in overall valuation and appreciation rates 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 valuation and this transaction valuation. Specifically, explain the impact of different valuation objects and value calibers on the valuation conclusions, the valuation of off-balance-sheet assets and related asset groups in this transaction, and further explain the reasons for and reasonableness of the significant differences in valuation and appreciation rates between the two assessments, and whether the valuation of this transaction is fair.
(3) The background and compliance of the establishment of Hangzhou Yaqige and its three upper-tier shareholding platforms, partnership agreement arrangements, partner conditions and determination methods, capital contribution status (subscribed and paid-in), accounting treatment related to the target company and its compliance, whether there are any undisclosed nominee holdings or other agreement arrangements, and explain the reasons for and procedural compliance of changes in Hangzhou Yaqige's partners and shares, 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 Yingcai Development Venture Capital Partnership (Limited Partnership) in January 2026, whether there is any improper benefit transfer, and whether the upper-tier entities of Hangzhou Yaqige indirectly acquired the target company's equity 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 any improper benefit transfer.