Special Verification Opinion on the Reply to the Shenzhen Stock Exchange's Inquiry Letter Regarding Suzhou Planning Design Research Institute Co., Ltd.
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 titled "Inquiry Letter Regarding the Issuance of Shares and Cash Payment for Asset Acquisition and Fundraising Application by Suzhou Planning Design Research Institute Co., Ltd." (Inquiry Letter [2025] No. 030020, hereinafter referred to as "the Inquiry Letter"). In accordance with the requirements of the Inquiry Letter, the company, together with the relevant parties involved in this transaction and intermediary institutions, has carefully discussed and verified the issues listed in the Inquiry Letter one by one. We hereby provide the following responses and have made corresponding revisions and supplementary disclosures to the "Draft Report on the Issuance of Shares and Cash Payment for Asset Acquisition by Suzhou Planning Design Research Institute Co., Ltd. (Revised Draft)" (hereinafter referred to as "the Reorganization Report (Revised Draft)") and its summary.
Gongzheng Tianye Certified Public Accountants (Special General Partnership) (hereinafter referred to as "the accountants") serves as the auditing institution for this transaction and hereby issues the following verification opinion. Unless otherwise specified, the abbreviations used in this reply report are consistent with the definitions in the "Reorganization Report (Revised Draft)." All figures mentioned in this document are rounded to two decimal places, and the totals may slightly differ from the sum of individual amounts due to rounding.
1. Issues
- Regarding the application documents from the transaction parties, it is shown that: (1) The transaction parties for the issuance of shares and cash payment for asset acquisition are Zhang Ning, Yumi Technology, Shi Benning, Wu Xiaolin, Li Hong, Liu Xiaohui, Wu Huijuan, Zhang Yi, Mali, Zhang Zhidong, Li Hongchun, Zhongxin Tonghang, Shi Qixia, Zhang Lin, Zhu Tong, Mao Hao, Fan Ming, Liu Boyu, Shao Kezhi, Yang Yongxin, and Qian Juanfang, among which there are 2 individuals who are the ultimate natural persons behind Yumi Technology's upper partners, and 9 individuals who are the ultimate natural persons behind Zhongxin Tonghang's upper partners, totaling 28 individuals. (2) Yumi Technology and Zhongxin Tonghang are employee stock ownership platforms. (3) In the establishment and changes of equity of the target assets, Zhang Ning's father, Zhang Jianren, held shares on behalf of Zhang Ning, and Zhang Ning's friend Zhu Jun and Zhang Ning's sister Zhang Lin held shares on behalf of Zhang Ning's spouse Liu Xiaojie. (4) In the past three years, there have been multiple equity transfers of the target assets, with new investors such as Wu Xiaolin joining and shareholders like Han Guohua exiting.