Independent Financial Advisor Report by Changjiang Securities on Suzhou Planning Design Institute's Share Issuance and Cash Payment for Asset Acquisition (Revised Draft)

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The report outlines Changjiang Securities' independent financial advisory role for Suzhou Planning Design Institute's transaction involving share issuance and cash payment for asset acquisition. The total transaction price is set at 250 million yuan, with a valuation of the target company at 254 million yuan. The report emphasizes the transaction's compliance with legal regulations and its expected positive impact on the company's financial performance and shareholder value.

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Independent Financial Advisor Report by Changjiang Securities on Suzhou Planning Design Institute's Share Issuance and Cash Payment for Asset Acquisition (Revised Draft)

Independent Financial Advisor Statement and Commitment

Changjiang Securities Co., Ltd. (hereinafter referred to as "Changjiang Securities" or "this Independent Financial Advisor") has been entrusted by Suzhou Planning Design Institute Co., Ltd. (hereinafter referred to as "Suzhou Planning" or "the Company") to act as the independent financial advisor for the issuance of shares and cash payment for asset acquisition and the fundraising of supporting funds (hereinafter referred to as "this transaction"). This report provides independent opinions to all shareholders of the listed company regarding this matter.

This independent financial advisor report is prepared in accordance with the provisions and requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Major Asset Restructuring of Listed Companies, the Management Measures for Financial Advisory Services for Mergers and Acquisitions of Listed Companies, the Guidelines for Information Disclosure Content and Format No. 26 for Publicly Issued Securities—Major Asset Restructuring of Listed Companies, the Regulatory Guidelines No. 9 for Listed Companies Planning and Implementing Major Asset Restructuring, and the Shenzhen Stock Exchange's Review Rules for Major Asset Restructuring of Listed Companies, as well as recognized business standards and ethical norms in the securities industry.

After careful investigation and with a commitment to honesty, integrity, and diligence, this independent financial advisor has fulfilled its due diligence obligations and conducted a thorough review of the relevant application and disclosure documents of the listed company, aiming to provide an independent, objective, and fair evaluation of this transaction for reference by all shareholders and relevant parties of the listed company.

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