*ST花王: 中德证券有限责任公司关于花王生态工程股份有限公司重大资产重组之独立财务顾问报告（修订稿）

Group 1 - The core transaction involves the acquisition of 55.50% equity in Anhui Niwei Automotive Power System Co., Ltd. by the company through cash payment, with a total transaction price of 601.37 million yuan for non-state-owned equity and 64.63 million yuan for state-owned equity [10][12][13] - The transaction is classified as a major asset restructuring, which does not constitute a reverse listing or related party transaction, as the transaction parties are not related to the company's controlling shareholder [12][13] - The target company specializes in the research, development, production, and sales of high-pressure fuel tank systems for new energy hybrid vehicles, which aligns with the company's strategy to enter the green low-carbon development sector [13][14] Group 2 - The transaction is expected to enhance the company's operational capabilities and improve its financial performance, with projected increases in total assets, operating income, and net profit post-transaction [14][15] - The company aims to leverage the acquisition to transition from traditional economic growth models to new productive assets, thereby enhancing its competitive strength in the market [13][14] - The controlling shareholder supports the transaction, believing it will benefit the company's sustainable operations and protect the interests of shareholders, particularly minority shareholders [15][16]