震安科技: 联储证券股份有限公司关于震安科技股份有限公司详式权益变动报告书之财务顾问核查意见

Core Viewpoint - The financial advisor, Lianchu Securities Co., Ltd., has conducted a thorough review of the detailed equity change report of Zhen'an Technology Co., Ltd., confirming that the disclosed information is accurate, complete, and compliant with relevant regulations [1][6][19]. Group 1: Financial Advisor's Review - The financial advisor asserts that the detailed equity change report complies with the Securities Law, the Acquisition Management Measures, and the relevant disclosure standards [6][19]. - The advisor found no false records, misleading statements, or significant omissions in the report [6][19]. - The advisor guarantees the authenticity and completeness of all documents and statements provided by the information disclosure obligor [1][6]. Group 2: Information Disclosure Obligor's Background - The information disclosure obligor is Shenzhen Dongchuang Technology Co., Ltd., established on November 30, 2009, with a registered capital of 69.1225 million RMB [6][7]. - The company specializes in the research and sales of computer software and hardware, as well as domestic trade and import-export of goods and technology [6][7]. Group 3: Equity Structure and Control - As of the report date, the equity structure of Dongchuang Technology shows that the actual controller, Ning Huaxiang, holds 36.90% of the shares directly, while also controlling an additional 4.01% through a partnership [8][10]. - The company has undergone recent capital increases, which are currently being processed for share registration [8][10]. Group 4: Purpose and Decision-Making Process of Equity Change - The purpose of the equity change is to gain control of the listed company, with the obligor expressing confidence in the company's value and future development [17][19]. - The decision-making process included board approval and signing of relevant agreements on June 17, 2025, with further steps required for shareholder approval and registration [18][19]. Group 5: Future Plans and Commitments - The information disclosure obligor does not rule out the possibility of increasing its stake in the listed company within the next 12 months to stabilize control [17][19]. - A commitment has been made not to transfer shares acquired through this acquisition for 18 months, with specific conditions regarding the transfer of voting rights [18][19].