CITIC Securities Co., Ltd.
Audit Opinion on Shenzhen Minbao Optoelectronics Co., Ltd.'s Transaction Compliance with GEM Listing Rules
Shenzhen Minbao Optoelectronics Co., Ltd. (hereinafter referred to as "Minbao Optoelectronics" or "the Company") plans to acquire 49% of the equity of Xiamen Xiazhi Precision Technology Co., Ltd. (hereinafter referred to as "Xiazhi Precision") through the issuance of shares (hereinafter referred to as "the Transaction").
CITIC Securities Co., Ltd. (hereinafter referred to as "Independent Financial Advisor") has been entrusted by the Company to serve as the independent financial advisor for the Transaction. This audit assesses whether the Transaction complies with the "Administrative Measures for the Continuous Supervision of GEM Listed Companies (Trial)" (hereinafter referred to as the "Continuous Supervision Measures") and the "Shenzhen Stock Exchange Stock Listing Company Major Asset Reorganization Review Rules" (hereinafter referred to as the "Reorganization Review Rules"). The findings are as follows:
I. The Transaction Complies with Article 18 of the "Continuous Supervision Measures" and Article 8 of the "Reorganization Review Rules"
According to the provisions of Article 18 of the "Continuous Supervision Measures" and Article 8 of the "Reorganization Review Rules," major asset reorganizations and share issuances for asset acquisitions by GEM listed companies must involve target assets in industries that align with GEM's positioning, or be in the same or upstream/downstream industries as the listed company.