CITIC Securities Co., Ltd.
Audit Opinion on Shanghai Construction New Medical Technology Group Co., Ltd. Acquisition of Shanghai Construction Rui Biotechnology Co., Ltd. 100% Equity and Related Party Transaction
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Sponsor") is the sponsor for the initial public offering and continuous supervision of Shanghai Construction New Medical Technology Group Co., Ltd. (hereinafter referred to as "Construction New" or "the Company"). In accordance with the "Administrative Measures for Sponsorship Business of Securities Issuance and Listing," the "Shenzhen Stock Exchange GEM Stock Listing Rules," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2 - Standardized Operation of GEM Listed Companies," among other relevant regulations, CITIC Securities has audited the matter of the Company's acquisition of 100% equity in Shanghai Construction Rui Biotechnology Co., Ltd. (hereinafter referred to as "Construction Rui" or "Target Company") and the related party transaction, and hereby issues this audit opinion, with the details as follows:
I. Overview of Related Party Transaction
(I) Basic Situation of Related Party Transaction
To implement the Company's "15th Five-Year Plan" strategic development plan and actively extend its layout into the upstream circulation service business of the medical industry chain, further enrich its product portfolio and customer base, the Company plans to use its own funds to acquire 95% equity of Construction Rui held by its controlling shareholder, Construction Medical, and 5% equity of Construction Rui held by Hongyuan Medical, respectively.
According to the "Asset Appraisal Report on the Total Equity Value of Shareholders of Shanghai Construction Rui Biotechnology Co., Ltd. Involved in the Proposed Equity Transaction of Xiamen Construction Medical Health Investment Co., Ltd. and Shanghai Construction New Medical Technology Group Co., Ltd." (Jiaoxue Pinggu Pingbao [2026] No. 8300039, hereinafter referred to as the "Appraisal Report") issued by Xiamen Jiaoxue Asset Appraisal and Real Estate Valuation Co., Ltd. (hereinafter referred to as "Jiaoxue Appraisal Company"), an appraisal institution that meets the requirements of the "Securities Law," as of the appraisal benchmark date of December 31, 2025, the total equity value of the target company was RMB 35.0668 million. After the appraisal result was filed with the authorized institution of the Xiamen State-owned Assets Supervision and Administration Commission and agreed upon by all parties through negotiation, the total consideration for the acquisition of 100% equity was determined to be RMB 35.0668 million. Upon completion of this transaction, Construction Rui will be included in the Company's consolidated financial statements.
(II) Related Party Relationship
The transferors in this transaction are Construction Medical, the Company's controlling shareholder, and its wholly-owned subsidiary Hongyuan Medical. The Company and the transferors are all enterprises directly or indirectly controlled by Xiamen Construction Group Co., Ltd. (hereinafter referred to as "Construction Group"). Company directors Yu Feng and You Xingquan are directors of the transferor Construction Medical; Company director Yu Feng is a director of the transferor Hongyuan Medical, and Company director You Xingquan is the general manager of Hongyuan Medical. Furthermore, Company Chairman Yu Feng is the executive director of the target company, Construction Rui. In accordance with the "Shenzhen Stock Exchange GEM Stock Listing Rules," this transaction constitutes a related party transaction but does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."