北京博星证券投资顾问有限公司 关于达刚控股集团股份有限公司 详式权益变动报告书（第四次修订稿） 之 财务顾问核查意见 财务顾问 二〇二五年七月 北京博星证券投资顾问有限公 司 财务顾问核查意见 目 录 风险提示 ···························································································3 第一节 释义·····················································································5 第二节 序言·····················································································6 第三节 财务顾问承诺与声明 ·······························································7 一、财务顾问承诺 ······································· ...

长江证券承销保荐有限公司 关于 新疆国际实业股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 （住所：中国（上海）自由贸易试验区世纪大道 1198 号 28 层） 二零二五年七月 声明 根据《中华人民共和国证券法》、《上市公司收购管理办法》、《公开发行 证券的公司信息披露内容与格式准则第 15 号——权益变动报告书》及《公开发 行证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》等法 律法规和规范性文件的规定，长江证券承销保荐有限公司（以下简称"本财务顾 问"）按照行业公认的业务标准、道德规范，本着诚实信用、勤勉尽责的精神， 对本次权益变动的相关情况和资料进行了核查，对信息披露义务人出具的《新疆 国际实业股份有限公司详式权益变动报告书》所披露的内容出具核查意见，以供 投资者和有关各方参考。 释义 为此，本财务顾问特作出以下声明： 一、本财务顾问已按照规定履行了尽职调查义务，对信息披露义务人披露的 《新疆国际实业股份有限公司详式权益变动报告书》进行了核查，确信披露文件 内容与格式符合规定，并有充分理由确信所发表的专业意见与信息披露义务人披 露的文件内容不存在实质性差异； 二、本 ...

Core Viewpoint - The report outlines the financial advisor's verification opinion regarding the equity change of Jiangsu Zhongsheng High-Tech Environment Co., Ltd, confirming that the disclosed information is accurate, complete, and compliant with relevant regulations [1][5][8]. Group 1: Financial Advisor's Verification - The financial advisor, Huafu Securities, conducted a thorough review of the detailed equity change report and found no material discrepancies in the disclosed information [1][5]. - The advisor confirmed that the information provided by the disclosing party is truthful, accurate, and complete, with no false statements or significant omissions [1][5][8]. Group 2: Equity Change Details - Fuzhou Qianjing Investment Co., Ltd plans to acquire 27,883,590 shares of Jiangsu Zhongsheng, representing 22.35% of the total share capital, thereby becoming the controlling shareholder [4][16]. - Prior to this transaction, the controlling shareholder, Wuzhong Financial Holdings, held 7.06% of the shares, and Tian Kai Huida held 22.35% [16][15]. Group 3: Financial Status of the Disclosing Party - Fuzhou Qianjing Investment was established on October 21, 2020, with a registered capital of 150 million yuan, which is planned to be reduced to 30 million yuan [6][7]. - As of December 31, 2024, the financial data shows total assets of 135.16 million yuan, total liabilities of 238.61 million yuan, and a net asset deficit of 103.45 million yuan [11]. Group 4: Future Plans and Compliance - The disclosing party has no immediate plans to change the main business operations or make significant adjustments to the company's structure within the next 12 months [29][31]. - The advisor will ensure that the disclosing party complies with all legal obligations and maintains the company's operational independence post-acquisition [28][30].

Core Viewpoint - The report outlines a share transfer agreement involving Ningbo Hoshine Silicon Industry Co., Ltd., where the company will transfer 60 million unrestricted circulating shares, representing 5.08% of its total share capital, to Xiao Xiugan at a price of RMB 43.90 per share, totaling RMB 2.634 billion [1][4][8]. Group 1: Share Transfer Details - The share transfer agreement was signed on July 16, 2025, and the transfer will reduce the shareholding of Ningbo Hoshine Group and its concerted actors from 929,105,229 shares (78.59%) to 869,105,229 shares (73.51%) [1][8]. - The transfer price is set at RMB 43.90 per share, with the total transaction amounting to RMB 2,634,000,000 [8][12]. - The share transfer will not change the controlling shareholder or actual controller of the company [8][11]. Group 2: Information Disclosure Obligations - The report confirms that the information disclosure obligations have been met according to the relevant laws and regulations, ensuring no false records or misleading statements are present [2][4]. - The report states that there are no other means of increasing or decreasing shareholdings outside of the disclosed information [2][4]. - The company and its concerted actors have committed to fulfilling their disclosure obligations in case of any future changes in shareholdings [8][16]. Group 3: Stakeholder Information - Ningbo Hoshine Group is the controlling shareholder, with its ownership structure comprising 57.35% held by Luo Yedong, 24.93% by Luo Yi, and 17.72% by Luo Ligong, who are all concerted actors [4][6]. - The report indicates that none of the stakeholders hold shares in other listed companies that exceed 5% of their issued shares [6][8]. - The report emphasizes that the share transfer is primarily driven by the funding needs of the information disclosure obligor and the development requirements of the listed company [8].

Core Viewpoint - The report details the equity changes of Shanghai Chuangxing Resource Development Co., Ltd., indicating that the actual controller will change following the acquisition of 67 million shares, representing 15.75% of the total share capital, by several entities including Fujian Pingtan Yuanchu Investment Co., Ltd. and others through judicial auction [1][8][12]. Group 1: Equity Change Details - The equity change involves an increase in shares through participation in a judicial auction, with a total payment of 234,113,600.00 RMB for the shares [1][5][8]. - The entities involved in the equity change include Fujian Pingtan Yuanchu Investment Co., Ltd., Wenling Lixin Machinery Co., Ltd., and individuals Zhong Renzhi and Yan Yi, who collectively hold significant shares post-acquisition [3][4][12]. - The shareholding structure post-acquisition will see Pingtan Yuanchu holding 6.82%, Wenling Lixin 3.06%, Zhong Renzhi 3.29%, and Yan Yi 2.59% [8][12]. Group 2: Impact on Company Control - The equity change will result in a change of the actual controller of the company to Wang Xiangrong, who, through the control of Pingtan Yuanchu and Wenling Lixin, will indirectly control 9.87% of the total share capital [8][12]. - Wang Xiangrong and his concerted parties will collectively control 15.76% of the total share capital, allowing them significant influence over shareholder meetings [12]. - The company will maintain its independence in operations, assets, and finances despite the change in control, as confirmed by a commitment letter from the disclosing parties [12]. Group 3: Financial and Operational Overview - Fujian Pingtan Yuanchu Investment Co., Ltd. has a registered capital of 10 million RMB and primarily engages in investment activities [3][4]. - Wenling Lixin Machinery Co., Ltd. has a registered capital of 1.08 million RMB and focuses on manufacturing pumps and vacuum equipment, although it has not conducted actual business activities in recent years [7][12]. - The financial data for Pingtan Yuanchu shows total liabilities of 2.54 million RMB and total equity of 190.94 million RMB as of March 31, 2025 [7]. Group 4: Future Plans and Commitments - There are no immediate plans for significant changes to the company's main business or major asset transactions within the next 12 months following the equity change [9][10]. - The disclosing parties have committed to not transferring their shares for 18 months post-acquisition, ensuring stability in control [12]. - The company will continue to operate independently and maintain its business structure without major adjustments planned [10][11].

Core Viewpoint - The financial advisor, CITIC Construction Investment Securities Co., Ltd., has conducted a thorough review of the detailed equity change report of Xi'an Ruilian New Materials Co., Ltd., confirming that the report complies with relevant laws and regulations, and contains no material misstatements or omissions [2][5][11]. Summary by Sections Financial Advisor's Review - The financial advisor has verified the content and format of the detailed equity change report, ensuring it meets regulatory requirements and is free from significant discrepancies [2][5][11]. - The advisor emphasizes the importance of accurate and timely disclosures, asserting that all provided documents and statements are truthful and complete [2][5]. Purpose and Approval of Equity Change - The purpose of the equity change is to recognize the value of the listed company and to boost investor confidence, with the intention of increasing shareholding in Ruilian New Materials [11][12]. - The advisor confirms that the acquisition purpose is legal, compliant, and credible [11]. Financial Status of the Acquirer - The acquirer, Qingdao Development Zone Investment Construction Group Co., Ltd., has a registered capital of 2 billion RMB and has shown a solid financial position over the past three years, with total assets increasing from 3.6 billion RMB in 2022 to approximately 4.97 billion RMB in 2024 [14][15]. - The company reported a net profit of approximately 15.95 million RMB in 2024, down from 31.28 million RMB in 2023, indicating a need for monitoring future performance [14][15]. Shareholding and Control Structure - As of the review date, the acquirer holds 12.81% of the shares in Ruilian New Materials, with voting rights increasing to 25% post-acquisition [21]. - The acquirer's major shareholder, Rongfa Group, holds 60% of the acquirer's shares, indicating a strong control structure [16]. Future Plans and Commitments - The acquirer has no immediate plans to change the main business operations or make significant adjustments to the company's structure within the next 12 months [22]. - Commitments have been made to avoid conflicts of interest and ensure the independence of the listed company post-acquisition [22][24]. Compliance and Regulatory Adherence - The financial advisor confirms that the equity change adheres to national laws and regulations, and the acquirer has made commitments to avoid competition and regulate related transactions [24][18]. - The advisor has ensured that the equity change report is prepared in accordance with the relevant guidelines and is free from misleading statements [24].

Core Viewpoint - The acquisition of Xinjiang Qingsong Building Materials and Chemical (Group) Co., Ltd. by Xinjiang Zhongxin Jian Energy Mining Co., Ltd. has been completed, making Zhongxin Jian Energy the controlling shareholder with a 22.49% stake in Qingsong Building Materials [1][2] Group 1: Acquisition Details - Xinjiang Guotou Company transferred 360,922,546 shares of Qingsong Building Materials to Zhongxin Jian Energy, which represents 22.49% of the total share capital [1][2] - The transfer of shares was officially registered on November 26, 2024 [2] Group 2: Ongoing Supervision - The financial advisor will monitor the operational status of the acquired company for 12 months following the acquisition completion, starting from April 18, 2024 [2][3] Group 3: Company Operations Post-Acquisition - During the reporting period (April 1, 2025, to June 30, 2025), there were no significant investments made by the company [3][4] - The company did not engage in any major asset purchases or sales during the reporting period [3][4] - Routine related-party transactions were conducted within expected ranges and followed internal approval processes [3][4] Group 4: Management and Employee Status - There were no changes in the board of directors, supervisors, or senior management during the reporting period [4] - The acquisition did not involve any employee placement issues [4] Group 5: Compliance with Commitments - The controlling shareholder has committed to maintaining the independence of the company in terms of assets, personnel, finance, and operations [5][6] - The company has pledged to avoid any competition with Qingsong Building Materials and to ensure fair and transparent related-party transactions [5][6]

Core Viewpoint - The report outlines the equity changes of Sinovac Biotech Ltd, indicating a reduction in shareholding by the information disclosing parties, Shenzhen Keyi Pharmaceutical Holdings Co., Ltd. and Deng Xueqin, due to a planned divestment and passive dilution from stock vesting [1][3]. Group 1: Information Disclosure Obligors - The information disclosing parties include Shenzhen Keyi Pharmaceutical Holdings Co., Ltd. and Deng Xueqin, with the former holding 100% of the shares of the latter [4][5]. - Deng Xueqin serves as the legal representative and is the chairman of the company, with no adverse record in the securities market over the past three years [4][5]. Group 2: Equity Change Details - The total number of shares held by the disclosing parties before the equity change was 131,778,347 shares, representing 66.32% of the total share capital at that time [6][10]. - After the equity change, the total number of shares held decreased to 129,767,472 shares, accounting for 65.00% of the current total share capital [7][10]. - The reduction in shareholding was due to a combination of planned divestment and passive dilution from stock vesting, leading to a decrease of 2,010,875 shares or 1.32% [9][10]. Group 3: Future Plans - The disclosing parties plan to reduce their holdings by up to 5,989,200 shares, which is not more than 3.00% of the total share capital [9]. - There are no current plans for additional share purchases within the next 12 months, but the possibility of future changes remains open [6][13].

Group 1 - The company plans to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. for a total transaction price of 1.28 billion yuan after deducting cash dividends of 30 million yuan [1][2] - The share issuance price is set at 8.30 yuan per share, which is 80% of the average trading price over the last 120 trading days prior to the pricing date [2] - A total of 100,240,954 shares will be issued, representing 11.07% of the company's total share capital post-issuance [2] Group 2 - The controlling shareholder and actual controller of the company, Yu Wensheng, will remain unchanged before and after the transaction [2][3] - The issuance of shares and cash payment for asset acquisition is not contingent on the successful implementation of the accompanying fundraising [2][3] - The company will address any shortfall in fundraising through self-raised funds or other means if necessary [2][3] Group 3 - The transaction is subject to multiple approval processes, including shareholder meeting approval, Shenzhen Stock Exchange review, and registration with the China Securities Regulatory Commission [4] - The timing and certainty of obtaining the necessary approvals and registrations are uncertain, which may affect the implementation of the transaction [4]

Core Viewpoint - The report outlines the equity change of Guangdong Zhongqi New Materials Co., Ltd., indicating a reduction in shareholding by the information disclosing parties, specifically Hainan Yuminghua Venture Capital Co., Ltd. and Zhou Jun, due to a share transfer agreement with Stargazing Technology [1][2][5]. Group 1: Equity Change Details - Hainan Yuminghua and Zhou Jun signed an agreement on June 19, 2025, to relinquish voting rights associated with 17,104,440 shares, resulting in a decrease in their voting rights from 26.17% to 15.11% [5][12][14]. - Following the equity change, the total shareholding of Hainan Yuminghua and its concerted actors will be 44,743,415 shares, representing 24.47% of the total share capital [13][14]. - The agreement stipulates that Hainan Yuminghua will unconditionally and irrevocably waive voting rights for the specified shares for a period of 18 months, after which the waiver will continue until certain conditions are met [14][16]. Group 2: Company and Shareholder Information - Hainan Yuminghua has a registered capital of 140 million yuan and is primarily engaged in investment activities [8]. - Zhou Jun, the legal representative of Hainan Yuminghua, holds 72.87% of the company's shares, making him the actual controller [8][17]. - The report confirms that there are no restrictions on the shares held by the information disclosing parties, such as pledges or freezes [17]. Group 3: Future Plans and Compliance - The information disclosing parties do not rule out the possibility of increasing or decreasing their shareholding in the next 12 months [9][24]. - The equity transfer has been approved by the Shenzhen Stock Exchange, and the necessary compliance checks have been completed [24].