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Verification Opinion of Dongfang Securities Co., Ltd. on the Joint Investment and Related Transactions of a Wholly-Owned Subsidiary of Saiwei Times Technology Co., Ltd.

Sailvan Times Co., Ltd.··10 pages

✨ AI Summary

Dongfang Securities conducted a verification of the joint investment and related transactions involving Saiwei Times Technology's wholly-owned subsidiary, Saiwei Network. The subsidiary plans to invest 40 million yuan in the target company, HED Medical Robotics, acquiring a 10% stake. The investment is deemed fair and does not require shareholder approval, as it falls within the board's authority. The transaction aims to strategically position the company in the medical robotics sector.

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AI Translation· azure_openai

Verification Opinion of Dongfang Securities Co., Ltd. on the Joint Investment and Related Transactions of a Wholly-Owned Subsidiary of Saiwei Times Technology Co., Ltd.

Dongfang Securities Co., Ltd. (hereinafter referred to as "Dongfang Securities" or "Sponsor") is the sponsor for the initial public offering of shares and listing on the Growth Enterprise Market of Saiwei Times Technology Co., Ltd. (hereinafter referred to as "Saiwei Times" or "Company"). In accordance with the relevant laws, regulations, and normative documents, including the "Administrative Measures for Securities Issuance and Listing Sponsorship," "Shenzhen Stock Exchange Growth Enterprise Market Stock Listing Rules," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 2 - Standard Operation of Growth Enterprise Market Listed Companies," as well as "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 13 - Sponsorship Business," Dongfang Securities has conducted a prudent verification of the joint investment and related transactions involving Saiwei Times' wholly-owned subsidiary. The specific verification situation is as follows:

I. Overview of Related Transactions

(1) Basic Information

On June 4, 2026, the Company held the ninth meeting of the fourth board of directors, which approved the proposal regarding the joint investment and related transactions with a related party. The Company's wholly-owned subsidiary, Shenzhen Saiwei Network Technology Co., Ltd. (hereinafter referred to as "Saiwei Network" or "Current Investor"), intends to invest 40 million yuan of its own funds to subscribe for an increase in registered capital of 172,390 yuan in the target company, HED Medical Robotics (Shenzhen) Co., Ltd. (hereinafter referred to as "HED Medical" or "Target Company"). Upon completion of this transaction, Saiwei Network will hold 10.00% of the equity in the target company.

(2) Related Transaction Situation

Prior to this transaction, the actual controller of the Company, Mr. Chen Wenping, who is also the chairman and general manager, held 4.0625% of the equity in HED Medical; the Company's controlling shareholder, Xiong'an Jun Teng Venture Capital Co., Ltd., held 1.5625% of the equity in HED Medical; and Xiong'an Jun Hui Venture Capital Co., Ltd., controlled by Mr. Chen Wenhui, a director and shareholder of the Company holding more than 5%, also held 1.5625% of the equity in HED Medical. This investment constitutes a joint investment with related parties and is classified as a related transaction, but does not constitute a major asset reorganization as defined by the "Administrative Measures for Major Asset Reorganization of Listed Companies." According to the "Shenzhen Stock Exchange Growth Enterprise Market Stock Listing Rules" and "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 7 - Transactions and Related Transactions," this related transaction falls within the board's approval authority and does not require submission to the shareholders' meeting for deliberation.

II. Basic Information of Related Parties

(1) Mr. Chen Wenping

Nationality: Chinese; Actual controller, chairman, and general manager of the Company. Upon inquiry, Mr. Chen Wenping is not listed as a dishonest executor.

(2) Xiong'an Jun Teng Venture Capital Co., Ltd.

Unified Social Credit Code: 91440300311639151E
Established: March 2, 2015
Type: Limited Liability Company (Natural Person Investment or Holding)
Legal Representative: Chen Wenping
Registered Capital: 30 million yuan
Registered Address: No. 90, Jinhu East Road, Rongdong Area, Xiong'an New District, Hebei Province
Business Scope: Engaging in investment activities with its own funds; venture capital (limited to investing in unlisted companies).
Equity Structure: Mr. Chen Wenping holds 67%, Ms. Wang Yuanyuan holds 33%.
Xiong'an Jun Teng Venture Capital Co., Ltd. is not listed as a dishonest executor.
Main Financial Indicators:

ItemDecember 31, 2025 (Unaudited)
Total Assets116,209,770.89
Total Liabilities83,480,000.00
Net Assets32,729,770.89
Revenue0.00
Total Profit35,339,211.69
Net Profit35,339,211.69

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