Reply to the Shenzhen Stock Exchange's Inquiry Letter Regarding Suzhou Planning Design Research Institute Co., Ltd.'s Issuance of Shares and Cash Payment for Asset Acquisition (Revised Draft)

Shenzhen Stock Exchange: Suzhou Planning Design Research Institute Co., Ltd. (hereinafter referred to as "Suzhou Planning," "the listed company," or "the company") recently received your inquiry letter regarding the issuance of shares and cash payment for asset acquisition and fundraising application (Inquiry Letter [2025] No. 030020, hereinafter referred to as "the inquiry letter"). In accordance with the requirements of the inquiry letter, the company, along with the relevant parties and intermediaries involved in this transaction, has carefully discussed and verified the issues listed in the inquiry letter. We hereby provide the following responses and have made corresponding revisions and supplementary disclosures to the "Report on the Issuance of Shares and Cash Payment for Asset Acquisition by Suzhou Planning Design Research Institute Co., Ltd. (Draft) (Revised Draft)" (hereinafter referred to as "the Restructuring Report (Revised Draft)") and its summary and other related documents. Unless otherwise specified, the abbreviations used in this reply report are consistent with the definitions in the "Restructuring Report (Revised Draft)." The figures mentioned in this document are rounded to two decimal places, and the totals may slightly differ from the sum of individual components due to rounding during calculations.

Table of Contents

• Questions
  • Question 1: Regarding Synergy Effects and Integration Management
  • Question 2: Regarding the Impact of This Transaction on the Listed Company
  • Question 3: Regarding the Counterparty to the Transaction
  • Question 4: Regarding the Transaction Plan
  • Question 5: Regarding Patent Rights and Computer Software Copyrights
  • Question 6: Regarding the Operating Performance of the Target Assets
  • Question 7: Regarding the Financial Condition of the Target Assets
  • Question 8: Regarding the Disclosure of Financial Data Discrepancies of the Target Assets
  • Question 9: Regarding the Valuation of This Transaction
  • Question 10: Regarding the Listed Company and Goodwill
  • Question 11: Regarding Business Compliance
  • Others

Question 1: Regarding Synergy Effects and Integration Management The application documents show: (1) The main business of the listed company is planning and engineering design, belonging to the "M74 Professional Technical Services" industry. The company's 2024 annual report indicates that its industry is managed by the Ministry of Natural Resources and the Ministry of Housing and Urban-Rural Development, with downstream clients primarily consisting of various levels of government and affiliated enterprises, infrastructure investors, etc. The planning and engineering design industry is regional, with 90.18% of the company's operating income in Jiangsu Province in 2024. (2) The main business of the target assets is the research, production, and sales of air traffic control products, as well as infrastructure construction for low-altitude air traffic management, belonging to the "I65 Software and Information Technology Services" industry. The industry regulatory authorities include the Central Air Traffic Management Committee and the Civil Aviation Administration of China, with the main sales model being direct sales and sales through traders, primarily in North China and South China. (3) The determination that the target assets belong to the same industry or upstream/downstream of the listed company is based on the fact that both the listed company and the target assets are involved in "M74 Professional Technical Services" and "I65 Software and Information Technology Services." The synergy effect is reflected in the complementary capabilities of "ground planning + airspace planning," forming an integrated solution for air and ground.