中信证券股份有限公司 关于广州市浪奇实业股份有限公司 实施情况 之 独立财务顾问核查意见 独立财务顾问 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 签署日期：二零二三年八月 声明和承诺 中信证券股份有限公司（以下简称"中信证券"或"本独立财务顾问"）接受 广州市浪奇实业股份有限公司（以下简称"广州浪奇"或"上市公司"）的委托， 担任本次重大资产置换暨关联交易（以下简称"本次交易"）之独立财务顾问。 重大资产置换暨关联交易 依据《公司法》《证券法》《上市公司重大资产重组管理办法》《公开发行证 券的公司信息披露内容与格式准则第 26 号—上市公司重大资产重组》等法律法 规的有关规定和要求，按照证券行业公认的业务标准、道德规范和诚实信用、 勤勉尽责精神，遵循客观、公正的原则，在认真审阅相关资料和充分了解本次 交易行为的基础上，本独立财务顾问出具了本核查意见。 1、本核查意见所依据的文件和材料由本次交易各方提供，提供方对所提供 文件及资料的真实性、准确性和完整性负责，并保证该等信息不存在虚假记载、 误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任何风险责任。 2、本核查意见是在假设本次交易各方 ...

Financial Performance - The company reported a significant decline in revenue, with total revenue for 2022 at approximately 1.2 billion RMB, down 15% year-over-year[1]. - The net loss for the year was reported at 150 million RMB, compared to a profit of 100 million RMB in the previous year, indicating a shift of 250 million RMB[1]. - The company's operating revenue for 2022 was ¥2,488,197,424.92, a decrease of 3.77% compared to ¥2,585,545,531.23 in 2021[21]. - The net profit attributable to shareholders was -¥71,613,253.42, representing a decline of 104.92% from a profit of ¥1,455,423,176.44 in the previous year[21]. - The net cash flow from operating activities was -¥314,755,562.57, a decrease of 122.27% compared to -¥141,606,636.55 in 2021[21]. - The total operating revenue for 2022 was CNY 2,488,197,424.92, a decrease of 3.77% compared to CNY 2,585,545,531.23 in 2021[61]. - The revenue from the sugar industry was CNY 1,231,952,357.66, accounting for 49.51% of total revenue, with a slight decrease of 0.29% from the previous year[61]. - The gross profit margin for the beverage sector was 40.66%, with revenue of CNY 275,090,817.70, down 3.45% year-on-year[62]. - The company reported a significant increase in overseas revenue, which reached CNY 141,318,864.30, up 132.80% from CNY 60,704,521.95 in 2021[61]. Market Strategy and Expansion - The company plans to invest 200 million RMB in new product development and technology upgrades in the upcoming year[1]. - The company has initiated a market expansion strategy targeting Southeast Asia, aiming to increase market share by 10% in the region[1]. - Future guidance indicates a cautious outlook, with expected revenue growth of only 5% for 2023, reflecting ongoing market challenges[1]. - The company plans to strengthen its e-commerce operations, particularly in the South China market, while accelerating expansion into other provinces[43]. - The company is expanding its market presence in Southeast Asia, targeting a 30% increase in sales from this region by 2024[133]. - A strategic acquisition of a local competitor was completed in Q4 2022, expected to enhance production capacity by 40%[133]. Product Development and Innovation - The company emphasizes a commitment to sustainability and plans to increase the use of green materials in its product lines by 30% over the next two years[1]. - The company launched multiple new products in the daily chemical sector, focusing on categories such as clothing cleaning and kitchen cleaning, and introduced new beverages including guava sparkling water and lychee sparkling water in the food and beverage sector[42]. - The company is committed to continuous technological innovation, focusing on new product development and material research to enhance competitive advantage[43]. - The company is developing a new series of dishwasher-specific detergents, which is currently in the testing phase[74]. - The company is also working on a long-lasting fragrance laundry detergent using microcapsule technology, currently in the testing phase[74]. Legal and Compliance Issues - Significant risks highlighted include ongoing legal investigations and potential litigation, which may impact future operations[1]. - The company is actively managing its legal disputes to mitigate financial impacts and ensure compliance with court rulings[185]. - The company is involved in multiple arbitration disputes, with amounts including 19,480.27 million CNY and 15,760.25 million CNY in claims[185]. - The company has incurred legal fees and other costs related to these arbitration cases, which are to be borne by the respective defendants[185]. - The company continues to monitor and report on the progress of these legal cases as part of its financial disclosures[185]. Operational Efficiency and Cost Management - The company optimized its organizational structure in the daily chemical sector, enhancing operational efficiency and clarity in production layout between southern and northern regions[41]. - Sales expenses decreased by 28.53% to ¥133,448,063.58 due to market cost reductions[73]. - Management expenses fell by 35.83% to ¥128,440,597.68 as a result of cost optimization measures[73]. - R&D expenses decreased by 27.80% to ¥39,332,958.45, reflecting adjustments in business strategy[73]. - The company has established a compliance management system to improve risk management and ensure legal reviews of major decisions[42]. Shareholder and Management Information - No cash dividends or stock bonuses will be distributed to shareholders for the fiscal year 2022[4]. - The total pre-tax remuneration for directors, supervisors, and senior management amounted to 694.5 million CNY[137]. - The chairman, Zhao Biqiu, received a pre-tax remuneration of 950,000 CNY[137]. - The company implemented an incentive mechanism linking senior management remuneration to company performance[136]. - The company has not received any objections from directors regarding company matters during the reporting period[142]. Environmental and Safety Compliance - The company has not faced any administrative penalties due to environmental issues during the reporting period[163]. - The company has implemented normal operation of pollution control facilities across its subsidiaries[164]. - The company has established emergency response plans for environmental incidents, with relevant documentation filed[167]. - The company has engaged third-party monitoring for environmental assessments, ensuring compliance with national and local regulations[168]. - A total of approximately 1,550 employee safety training sessions were conducted, enhancing safety awareness and emergency skills[171]. Employee and Labor Relations - The total number of employees at the end of the reporting period was 787, with 60 from the parent company and 727 from major subsidiaries[147]. - The total hours of outsourced labor amounted to 3,672,478 hours, with total payments for outsourced labor reaching ¥58,037,154[151]. - The company emphasized the importance of training programs focused on digital transformation and artificial intelligence applications to improve employee skills[150]. Financial Liabilities and Legal Obligations - The company is facing significant financial liabilities due to ongoing legal disputes and court rulings[191]. - The total amount involved in the litigation includes 1.51476 million yuan in claims[189]. - The company has reported a total of 816 million yuan in legal claims against it, reflecting the financial impact of ongoing disputes[186]. - The company continues to navigate complex legal environments, which may affect its operational strategies and financial forecasts[194]. - The financial implications of these lawsuits could lead to adjustments in the company's investment strategies and resource allocation[198].

Financial Performance - The company's operating revenue for Q1 2023 was CNY 631.53 million, a decrease of 1.96% compared to CNY 644.17 million in the same period last year[5] - Net profit attributable to shareholders was CNY 3.80 million, an increase of 129.56% from a loss of CNY 12.84 million in the previous year[5] - Basic and diluted earnings per share were CNY 0.0023, representing a 123.00% increase from a loss of CNY 0.01 per share in the same period last year[5] - The company reported a net loss of CNY 3,409,579,130.10 in retained earnings, slightly improved from a loss of CNY 3,413,375,572.61 at the beginning of the year[19] - Total comprehensive income for the current period is ¥2,552,782.97, a recovery from a loss of ¥12,997,712.17 in the previous period[22] Cash Flow - The net cash flow from operating activities increased by 34.59% to CNY 182.65 million, up from CNY 135.71 million year-on-year[5] - Cash flow from operating activities generated a net cash inflow of ¥182,648,077.78, compared to ¥135,708,808.92 in the previous period, showing an increase of approximately 34.5%[23] - The net cash flow from financing activities was 588,334,036.84 CNY, compared to a negative cash flow of -95,517,222.17 CNY in the previous period[24] - The net increase in cash and cash equivalents was 737,552,652.09 CNY, compared to 29,858,258.31 CNY previously[24] Assets and Equity - Total assets at the end of the reporting period were CNY 2.88 billion, a 23.22% increase from CNY 2.34 billion at the end of the previous year[5] - Shareholders' equity attributable to the company increased by 61.56% to CNY 1.56 billion from CNY 967.63 million at the end of the previous year[5] - The company's total assets amounted to CNY 2,882,292,581.69, an increase from CNY 2,339,194,100.43 at the beginning of the year, representing a growth of approximately 23.3%[17] - The company's equity attributable to shareholders increased from CNY 967,627,486.81 to CNY 1,563,280,029.61, reflecting a growth of around 62%[19] Expenses - Sales expenses decreased by 49.31% to CNY 28.92 million, reflecting adjustments in marketing and promotional expenses[8] - Total operating costs decreased to ¥629,397,517.27 from ¥656,640,600.25, reflecting a reduction of approximately 4.1%[20] - Research and development expenses increased to ¥8,225,839.80 from ¥726,904.59, reflecting a significant investment in innovation[20] Government Support and Subsidies - The company received government subsidies amounting to CNY 600,442.01 during the reporting period[7] - Other income surged to ¥600,442.01, up 331.85% from the previous year, primarily due to increased government subsidies received[9] Liabilities and Borrowings - The total current liabilities decreased from CNY 547,380,117.02 to CNY 487,026,883.13, a reduction of approximately 11%[18] - The company's long-term borrowings increased from CNY 145,025,641.01 to CNY 153,825,641.01, an increase of about 6%[18] Operational Changes - The company reported a 50.14% decrease in contract liabilities, down to CNY 32.44 million from CNY 65.07 million, as sales revenue was recognized from previously received advance payments[8] - The company is actively cooperating with authorities regarding investigations into former executives, which may impact its operations and financial reporting[15] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 38,697, with the largest shareholder holding 25.22% of the shares[12] Issuance and Fundraising - The company completed a non-public issuance of A-shares, raising CNY 600 million, which was fully subscribed by a major shareholder[16] - The company received ¥599,999,999.63 from non-public issuance fundraising, marking a 100% increase in capital inflow[9] Inventory and Procurement - The company reported a decrease in inventory from CNY 541,332,628.55 to CNY 406,580,949.85, a decline of approximately 25%[17] - Cash paid for purchasing goods and services dropped by 35.49% to ¥421,125,097.78, reflecting a significant reduction in raw material procurement[9] Financial Reporting - The company’s first quarter report was not audited[25] - The company’s cash flow from financing activities showed a significant improvement compared to the previous period[24]

Group 1: Capital Increase and Employee Incentives - The company is progressing with its capital increase, having submitted feedback to the regulatory authority and is preparing for the next phase [1] - The employee stock ownership plan is the company's first attempt, aimed at encouraging employees to improve operations and share in the company's success [2] - The stock incentive plan has positively influenced employees' understanding of the company's operations [2] Group 2: State-Owned Enterprise Reform - The Guangzhou government issued guidelines in May 2015 regarding state-owned enterprise reform, emphasizing the need to enhance the securitization of state-owned assets [2] - The reform is viewed as a long-term benefit, facilitating market-oriented operations and cross-regional restructuring [2] Group 3: Business Development and Internet Integration - The establishment of Qihua Network represents the company's attempt to upgrade traditional business through internet technology, which is seen as a future industry direction [2] - The current operational status of Qihua Network is reported to be good, although it requires time and continuous investment for breakthroughs [2] Group 4: Land and Investment Platform Progress - The company signed a framework agreement in April 2014 regarding land disposal, and is in communication with the government to follow up on related work [2] - The establishment of a daily chemical investment platform is ongoing, aimed at integrating business segments and enhancing resource consolidation within the industry [3]

Group 1: Investment and Financial Progress - The company is currently progressing with its capital increase, with feedback already submitted to the regulatory authority for review [2] - The capital increase plan includes an employee stock ownership plan, which is designed in accordance with relevant laws and regulations [2][3] Group 2: Employee Engagement and Incentives - The company is one of the earliest state-owned listed companies to establish an equity incentive plan, which has positively impacted operational performance [3] - The employee stock ownership plan is expected to enhance employee motivation and productivity in achieving business objectives [3] Group 3: National and Local Policy Impact - The company acknowledges the support from national policies regarding state-owned enterprise reforms, which are expected to facilitate future development [3] - Specific measures and directions for the reform of state-owned enterprises in Guangzhou have been clearly outlined in recent governmental documents [3] Group 4: Asset Management and Business Development - The company signed a framework agreement in April 2014 regarding the disposal of land assets and is actively engaging with the government to advance this process [3] - The establishment of Qihua Network represents an innovative attempt to upgrade traditional business through internet technology, with ongoing efforts to ensure sustainable development [3]

Group 1: Company Strategy and Operations - The company focuses on its main business while exploring new opportunities along the upstream and downstream of the industry chain [2] - Qihua Network operates as a spot electronic trading platform for spot electronic trading business [2] - Qihua Network plans to provide warehousing and logistics through self-owned or franchised methods [2] Group 2: Market and Financial Insights - The impact of oil prices on the company's gross profit is not significant; raw material prices are generally declining, but this trend will take time to reflect [3] - The company acknowledges that consumer willingness to support environmental initiatives requires a gradual process [3] - The company has received approval from the provincial state-owned assets supervision and administration commission for its capital increase, with the next step being submission for regulatory review [3] Group 3: Land Acquisition and Development - A framework agreement for land acquisition was signed in 2014, with specific arrangements needing further communication with the government [3]

Group 1: Company Growth and Strategy - The company has been focusing on channel and brand development, establishing a solid foundation for growth over the past few years [3] - The company aims to achieve sustainable development through new profit models and business explorations [3] - The low profit margin is attributed to the competitive nature of the daily chemical industry and the company's product business structure [3] Group 2: Product Development and Market Trends - The surfactant industry is steadily developing, with a shift towards green and environmentally friendly products [3] - The company is developing and applying green surfactants made from renewable resources, such as MES and starch esters [3] - The price of MES is influenced by oil price fluctuations, but consumer willingness to support environmental initiatives is a key factor [3] Group 3: E-commerce and Service Expansion - The company operates a successful electronic trading platform, Qihua Network, which provides safe and convenient services to customers [4] - Qihua Network offers warehousing services through owned and franchised warehouses, primarily located in South and East China [4] - The company is expanding its online presence, particularly on Tmall, and is developing a new line of baby products [4] Group 4: Corporate Actions and Future Plans - The company signed a framework agreement for land storage in April 2014, with a formal agreement expected within two years [4] - The company is actively preparing materials for regulatory review regarding its capital increase [2] - The employee stock ownership plan is included in the current capital increase proposal [2]

Group 1: Investment and Corporate Governance - The company is progressing with its capital increase as per the requirements of the China Securities Regulatory Commission, with updates to be announced soon [1] - The Guangzhou government has issued documents outlining its support for state-owned enterprise reforms, with further policy enhancements expected [2] Group 2: Employee Incentives - The company is one of the earliest state-owned listed companies in Guangzhou to implement equity incentives, with an employee stock ownership plan included in the recent capital increase proposal [2] - The equity incentive program has reached the exercise conditions this year, aiming to encourage employees to contribute to the company's growth and share in its profits [2] Group 3: Business Development - The establishment of Qihua Network represents an innovative attempt to upgrade the company's business, aligning with the industry's future direction of "Internet +", which requires time and significant investment [2] - Qihua Network has shown substantial growth compared to the same period last year [2] Group 4: Asset Management - The company signed a framework agreement with the land center in April 2014 regarding the disposal of the Chebei land plot, which is subject to the planning and development progress of the Guangzhou Financial City [2] - Ongoing communication with the government is in place to follow up on related work [2] Group 5: Future Initiatives - The establishment of a daily chemical investment platform is underway, which is expected to facilitate breakthroughs in the company's main business and lay a solid foundation for future integration of business segments and resources within the industry [3]

Group 1: Company Strategy and Operations - The company will continue to focus on its main business and extend upstream and downstream, as well as develop horizontally [1] - The funds from the new issuance will primarily supplement working capital, which is urgent for daily operations [2] - The company has signed a framework agreement for land reserve in 2014, but there has been no new progress [2] Group 2: Market Trends and Product Development - Sales of laundry powder are declining while laundry liquid is on the rise [3] - The company is developing a new line of baby laundry products under the "Xibao" brand, which will be sold exclusively online [3] - The company plans to increase its efforts in liquid detergent production [2] Group 3: Financial Performance and Future Outlook - The company aims to improve profitability through technological advantages, cost reduction in raw materials, and enhancing product value [4] - The company is adapting to rapid urbanization in China to seize future development opportunities [4] - The company has a high capacity utilization rate in its Nansha facility [2]

Group 1: Corporate Governance and Policy Support - The company is progressing with its capital increase as per the requirements of the China Securities Regulatory Commission, with updates to be announced soon [1] - The Guangzhou government has issued documents outlining the direction and measures for state-owned enterprise reform, indicating support for the company's initiatives [1][2] Group 2: Employee Incentives and Shareholding Plans - The company is one of the earliest state-owned listed companies in Guangzhou to implement equity incentives, with a recent employee shareholding plan included in the capital increase proposal [2] - The equity incentive program has reached the exercise conditions this year, aiming to encourage employees to contribute to the company's growth and share in its profits [2] Group 3: Business Development and Innovation - The establishment of Qihua Network represents an innovative attempt for business upgrade, aligning with the industry's future direction of "Internet +" [2] - The company is collaborating with an internet operations team to enhance business performance, acknowledging that new business models require time and significant investment [2] Group 4: Asset Management and Future Projects - The company signed a framework agreement in April 2014 regarding the disposal of the Chebei land plot, which is subject to the planning and development progress of the Guangzhou Financial City [2] - Ongoing discussions with partners are taking place to establish a daily chemical investment platform, which is expected to facilitate breakthroughs in the company's main business [2]