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金智科技: 湘财证券股份有限公司关于江苏金智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, Xiangcai Securities, has conducted a thorough review of the detailed equity change report for Jiangsu Jinzhi Technology Co., Ltd., confirming compliance with relevant laws and regulations, and ensuring the accuracy and completeness of the disclosed information [1][4][25]. Group 1: Equity Change Overview - The equity change involves the transfer of 36,372,398 shares (9.08% of total shares) from Jinzhi Group to Nanjing Zhidi Huiying Technology Partnership and 27,759,991 shares (6.93% of total shares) to Zhejiang Zhiyong [3][25]. - After the equity change, Zhidi Huiying will hold 9.08% and Zhejiang Zhiyong will hold 6.93%, totaling 16.01% combined ownership in the company [25]. Group 2: Compliance and Verification - The financial advisor has verified that the detailed equity change report meets the requirements set forth by the "Mergers and Acquisitions Management Measures" and relevant disclosure standards, with no significant omissions or misleading statements found [4][17]. - The advisor has confirmed that all provided information is accurate and complete, with the information disclosure obligors assuming legal responsibility for the data [1][4]. Group 3: Management and Control - The actual controllers of Zhidi Huiying are Zhao Dan and Xiao Ming, who also control the operational decisions of the partnership [6][15]. - The financial advisor has confirmed that there are no outstanding debts or guarantees involving the original controlling shareholders that could harm the interests of the listed company [2][5]. Group 4: Financial Performance - Zhejiang Zhiyong, the executing partner of Zhidi Huiying, has not yet commenced business operations and thus has no financial data available [15][17]. - The financial advisor has reviewed the financial data of the executing partner, Zheshang Huaying, which shows total assets of 1,529.15 million yuan and net profit of 579.75 million yuan for the year 2024 [16][17].