上纬新材: 华泰联合证券有限责任公司关于上纬新材料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（修订稿）

Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Shanghai Swancor New Materials Technology Co., Ltd., confirming the authenticity, accuracy, and completeness of the disclosed information [2][13][14]. Summary by Sections Financial Advisor's Review - The financial advisor asserts that the information provided by the disclosing party is true, accurate, and complete, with no false records or misleading statements found [2][13]. - The advisor has fulfilled its due diligence obligations and believes there are no substantial discrepancies between its professional opinions and the disclosed documents [2][3]. Equity Change Details - The equity change involves Shanghai Zhiyuan Hengyue Technology Partnership acquiring 100,800,016 shares from Swancor Samoa, representing 24.99% of the total shares of the listed company [7][9]. - Additionally, Zhiyuan Hengyue plans to further increase its stake through a partial tender offer for 149,243,840 shares, which accounts for 37.00% of the total share capital [10][15]. Purpose of the Equity Change - The purpose of the equity change is to gain control of the listed company, with a focus on sustainable development and enhancing shareholder value, particularly for minority shareholders [14][15]. - The advisor has communicated with the disclosing party regarding the purpose of the equity change, finding it reasonable and compliant with current laws and regulations [15]. Future Plans - The disclosing party intends to continue increasing its shareholding within the next 12 months, with plans to acquire additional shares through a tender offer [15][16]. - The advisor confirms that the funds for the equity change will come from the disclosing party's own and self-raised funds, with no financial assistance from the listed company or its affiliates [25][31]. Lock-up Commitments - The disclosing party has made commitments regarding the lock-up of shares acquired during the transaction, agreeing not to transfer these shares for 36 months following the completion of the acquisition [17][18].