Independent Financial Advisor's Statement
In this review opinion, unless otherwise indicated, the following terms have the following meanings:
| Term | Meaning |
|---|---|
| North Long, Listed Company | North Long New Materials Technology Co., Ltd. |
| This Transaction, This Restructuring | The Company's acquisition of 51% of the shares of Shenyang Shunyi Technology Co., Ltd. through cash payment. |
| Shunyi Technology, Target Company | Shenyang Shunyi Technology Co., Ltd. |
| Target Assets, Transaction Assets | 51% of the shares of Shenyang Shunyi Technology Co., Ltd. |
| Bingjing Zhizao | Bingjing Zhizao Linghang (Xiamen) Equity Investment Fund Partnership (Limited Partnership), one of the transaction counterparties, formerly known as Zhongbing Guodiao (Xiamen) Equity Investment Fund Partnership (Limited Partnership), Zhongbing Guodiao (Shenzhen) Equity Investment Fund Partnership (Limited Partnership). |
| Hangzhou Yaqige | Hangzhou Yaqige Investment Management Partnership (Limited Partnership), one of the transaction counterparties. |
| Jiarui Rongfeng | Yingtan Jiarui Rongfeng Equity Investment Partnership (Limited Partnership), one of the transaction counterparties, formerly known as Yingtan Jiarui Rongfeng Enterprise Management Center (Limited Partnership). |
| Liaoning Yundao | Liaoning Yundao Equity Investment Partnership (Limited Partnership), one of the transaction counterparties. |
| Shengjing Yingcai | Liaoning Shengjing Yingcai Development Venture Capital Investment Partnership (Limited Partnership), one of the transaction counterparties. |
| Liaoning Zhongde | Liaoning Zhongde Industrial Equity Investment Partnership (Limited Partnership), one of the transaction counterparties. |
| Xiehe Jukun | Shenzhen Xiehe Jukun Equity Investment Management Partnership (Limited Partnership), one of the shareholders of the target company. |
| Transaction Price | The transaction price for the Company's acquisition of 51.00% of Shunyi Technology's shares through cash payment. |
| Transaction Counterparties | Li Ying Shun, Zhao Jianzhe, Wang Debiao, Hangzhou Yaqige Investment Management Partnership (Limited Partnership), Bingjing Zhizao Linghang (Xiamen) Equity Investment Fund Partnership (Limited Partnership), Yingtan Jiarui Rongfeng Equity Investment Partnership (Limited Partnership), Liaoning Yundao Equity Investment Partnership (Limited Partnership), Liaoning Shengjing Yingcai Development Venture Capital Investment Partnership (Limited Partnership), Liaoning Zhongde Industrial Equity Investment Partnership (Limited Partnership). |
| Performance Obligor | Li Ying Shun, Zhao Jianzhe, Wang Debiao, Hangzhou Yaqige Investment Management Partnership (Limited Partnership). |
| Valuation Basis Date | December 31, 2025 |
| "Company Law" | "The Company Law of the People's Republic of China" |
| "Securities Law" | "The Securities Law of the People's Republic of China" |
| "Measures for the Administration of Major Asset Restructuring of Listed Companies" | "Measures for the Administration of Major Asset Restructuring of Listed Companies" (Revised in 2025) |
| "Stock Listing Rules" | "Shenzhen Stock Exchange GEM Stock Listing Rules" |
| "Articles of Association" | "Articles of Association of North Long New Materials Technology Co., Ltd." |
| Shareholders' Meeting | Shareholders' Meeting of North Long New Materials Technology Co., Ltd. |
| Board of Directors | Board of Directors of North Long New Materials Technology Co., Ltd. |
| RMB, Ten Thousand RMB | RMB, Ten Thousand RMB |
| Changjiang Securities, Independent Financial Advisor | Changjiang Securities Underwriting & Sponsorship Co., Ltd. |
| Dacheng Law Firm, Legal Advisor | Beijing Dacheng Law Firm |
| Tianjian Huachen, Appraisal Institution, Asset Appraisal Institution | Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd. |
The financial data and financial indicators cited in this review opinion refer to the consolidated financial statements, unless otherwise specified. If there are any discrepancies between the sum of the detailed figures and the total sum in this review opinion due to rounding, these discrepancies are caused by rounding.