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TCL科技: 申万宏源证券承销保荐有限责任公司关于TCL科技集团股份有限公司发行股份及支付现金购买资产并募集配套资金实施情况之独立财务顾问核查意见

Group 1 - The core transaction involves TCL Technology Group issuing shares and paying cash to acquire a 21.5311% stake in Shenzhen Huaxing Semiconductor, with a total transaction value of 1,156,209.33 million RMB [2][3][10] - The company will control a total of 84.2105% of Shenzhen Huaxing Semiconductor after the transaction [2][3] - The fundraising through share issuance is capped at 435,941.11 million RMB, which is 100% of the asset purchase price [2][10] Group 2 - The share issuance price is set at 4.42 RMB per share, which complies with the regulatory requirement of being no less than 80% of the average trading price over specified periods [5][10] - The issuance will not affect the company's control structure, as there will be no change in the largest shareholder or actual controller [2][3] Group 3 - The cash payment for the transaction will be funded through the proceeds from the share issuance, and if the fundraising is insufficient, the company will use its own funds [12][13] - The transaction has undergone all necessary approvals and procedures as of the date of the independent financial advisor's opinion [15][16] Group 4 - The transaction has been executed with the transfer of the stake completed and registered with the relevant authorities [15] - The company has fulfilled its information disclosure obligations throughout the transaction process [15][16]