*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购买实施情况报告书之独立财务顾问核查意见

Group 1 - The core point of the article is the independent financial advisor's verification opinion regarding the major asset acquisition by Huawang Ecological Engineering Co., Ltd. [1][2] - The transaction involves Huawang Ecological Engineering purchasing 55.50% equity of Niwei Power through cash payment, with the transaction counterparties including several natural and non-natural persons [6][19]. - The total assessed value of Niwei Power's equity is 1,223.15 million RMB, with the value of the 50.11% equity being 612.92 million RMB, and the final transaction price for the non-state-owned equity part is set at 601.37 million RMB [6][7]. Group 2 - The payment for the non-state-owned equity will be made in six installments, with the first payment of 5% due within ten working days after the agreement takes effect [7][9]. - The performance commitment period for the transaction is three years, during which the counterparties commit to a net profit of no less than a specified amount [10][12]. - If the actual net profit falls short of the committed amount, the counterparties are obligated to compensate the difference in cash [10][12]. Group 3 - The transaction constitutes a major asset restructuring and does not involve related party transactions, ensuring compliance with relevant laws and regulations [17][18]. - The transaction has been approved by the board and is in compliance with the necessary decision-making procedures [18][19]. - As of the date of the verification opinion, the transfer of 50.11% equity has been completed, and the payment progress aligns with the agreement [19][22].