国泰海通证券股份有限公司 关于 上海奥浦迈生物科技股份有限公司 发行股份及支付现金购买资产并募集配套 资金 之 独立财务顾问报告 （修订稿） 独立财务顾问 签署日期：二〇二五年九月 声明与承诺 本部分所使用的简称与本报告"释义"中所定义的简称具有相同含义。 国泰海通证券股份有限公司接受上海奥浦迈生物科技股份有限公司的委托， 担任上海奥浦迈生物科技股份有限公司发行股份及支付现金购买资产并募集配 套资金的独立财务顾问，就该事项向上海奥浦迈生物科技股份有限公司全体股东 提供独立意见，并制作本独立财务顾问报告。 本独立财务顾问报告是依据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司重大资产重组管理办法》《上市公司并购重组财务顾问业务管 理办法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司 重大资产重组》 《上海证券交易所上市公司自律监管指引第 6 号—重大资产重组》 等法律、法规的有关规定，按照证券行业公认的业务标准、道德规范和诚实信用、 勤勉尽责精神，遵循客观、公正的原则，在认真审阅相关资料和充分了解本次交 易行为的基础上，发表独立财务顾问意见，旨在就本次交易做出独立、客观和公 ...

Group 1 - The core point of the article is that Zhejiang Zhenyang Development Co., Ltd. and Zhejiang Huhangyong Expressway Co., Ltd. are planning a share swap merger, where Zhejiang Huhangyong will issue A-shares to acquire all shareholders of Zhenyang Development [1] - The board of Zhenyang Development conducted a thorough analysis and concluded that the transaction complies with Article 11 of the Major Asset Restructuring Management Measures for Listed Companies [1] - The board confirmed that the transaction adheres to legal and regulatory requirements, ensuring that the company meets the conditions for stock listing and that debt handling is lawful [1]

Core Viewpoint - The board of Zhejiang Zhenyang Development Co., Ltd. confirms that there are no circumstances under which the parties involved in the merger with Zhejiang Huhangning Expressway Co., Ltd. are prohibited from participating in the major asset restructuring as per the relevant regulations [1][2]. Summary by Relevant Sections - The transaction involves Zhejiang Huhangning issuing A-shares to all shareholders of Zhenyang Development for a share swap merger [1]. - The board states that all parties involved, including controlling shareholders and management, have not been subject to any investigations or penalties related to insider trading in the last 36 months [1][2]. - The board's statement serves to clarify compliance with the regulatory guidelines regarding major asset restructuring and abnormal trading [2].

Core Viewpoint - Zhejiang Hu-Hang-Yong Highway Co., Ltd. plans to absorb and merge with Zhejiang Zhenyang Development Co., Ltd. through a share exchange, with the aim of enhancing its business scope and operational efficiency [9][21]. Group 1: Transaction Overview - The transaction involves Zhejiang Hu-Hang-Yong issuing A-shares to exchange for all shares held by Zhenyang Development, leading to Zhenyang's delisting and eventual dissolution [9][21]. - The exchange ratio is set at 1:1.0800, meaning each share of Zhenyang will convert into 1.0800 shares of Zhejiang Hu-Hang-Yong [11][12]. - The A-share issuance price for Zhejiang Hu-Hang-Yong is determined at RMB 13.50 per share, with a premium of 29.83% over Zhenyang's average share price of RMB 11.23 [10][11]. Group 2: Financial Implications - Following the merger, Zhejiang Hu-Hang-Yong will inherit all assets, liabilities, and operations of Zhenyang, thereby expanding its business into the chemical sector [26][27]. - The total number of A-shares to be issued for the merger is approximately 477,246,833 shares, based on Zhenyang's total share capital of 441,895,215 shares [12][21]. - The merger is expected to optimize the governance structure and enhance resource allocation efficiency, thereby strengthening the company's competitive position [27]. Group 3: Shareholder Rights and Obligations - Shareholders of both companies who oppose the merger will have the right to request cash compensation for their shares, with the cash offer being provided by the controlling shareholder, Traffic Group [15][19]. - The merger will not change the actual controller of Zhejiang Hu-Hang-Yong, which remains Traffic Group, ensuring continuity in management and strategic direction [25][26]. - The cash dividend policy post-merger will ensure a minimum annual cash distribution of RMB 0.4100 per share for the next three years, subject to legal and regulatory compliance [25].

Overview of the Merger - The merger involves Zhejiang Huhangyong Expressway Co., Ltd. absorbing Zhejiang Zhanyang Development Co., Ltd. through a share exchange, with Zhejiang Huhangyong as the absorbing party and Zhejiang Zhanyang as the absorbed party [10][23] - After the merger, Zhejiang Zhanyang will terminate its listing and eventually deregister as a legal entity, while Zhejiang Huhangyong will inherit all assets, liabilities, and rights of Zhejiang Zhanyang [10][23] Share Exchange Details - The share exchange ratio is set at 1:1.0800, meaning each share of Zhejiang Zhanyang will be exchanged for 1.0800 shares of Zhejiang Huhangyong [12][13] - The issuance price for Zhejiang Huhangyong's A shares is set at RMB 13.50 per share, with a premium of 29.83% over the average price of Zhejiang Zhanyang's shares [11][12] Financial Implications - As of the signing of the proposal, Zhejiang Zhanyang has a total share capital of 441,895,215 shares, leading to the issuance of approximately 477,246,833 shares of Zhejiang Huhangyong for the merger [13] - The merger is classified as a major asset restructuring, with Zhejiang Huhangyong's total assets exceeding 50% of Zhejiang Zhanyang's total assets as of the end of 2024 [27] Regulatory and Compliance Aspects - The transaction is considered a related party transaction due to both companies being controlled by the same entity, the Transportation Group [27] - The merger does not constitute a restructuring listing, as there has been no change in control within the last 36 months [27] Cash Dividend Policy - Following the merger, Zhejiang Huhangyong plans to implement a cash dividend policy, ensuring a minimum annual cash distribution of RMB 0.4100 per share for the next three years, subject to legal and regulatory compliance [28] Business Impact - The merger is expected to enhance Zhejiang Huhangyong's operational capabilities, as it combines its expressway management expertise with Zhejiang Zhanyang's focus on chemical products, including chlor-alkali products and high-purity hydrogen [28]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders for the year 2025 on September 12, 2025, at 15:00 [1] - Shareholders can participate in the meeting either in person or through online voting, with online voting available from 9:15 to 15:00 on the same day [1][2] Attendance and Voting - All shareholders registered with China Securities Depository and Clearing Co., Ltd. as of September 9, 2025, have the right to attend the meeting and can appoint a proxy to vote on their behalf [2] - The meeting will include directors, supervisors, senior management, and other necessary personnel as required by law [2] Agenda Items - The meeting will discuss several proposals, including the issuance of shares and cash for asset acquisition and related fundraising [3][4] - Specific proposals include details on asset pricing, payment methods, and the issuance of shares, among others [4][5] Voting Procedures - Voting will be conducted through a combination of on-site and online methods, with shareholders required to choose one method to avoid duplicate votes [1][6] - Proposals requiring special resolutions must receive approval from at least two-thirds of the voting rights held by attending shareholders [5][6] Registration and Contact Information - Shareholders must register for the meeting with appropriate identification and documentation [6][7] - Contact information for inquiries includes a phone number and email address for the company [7]

Core Viewpoint - The company plans to acquire 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower through a combination of issuing shares and cash payments, while also raising matching funds from specific investors [1][5][41]. Group 1: Transaction Details - The company intends to purchase 63% equity of Wuling Power from China Power International Development Co., Ltd. and 37% equity from Hunan Xiangtou International Investment Co., Ltd., along with 64.93% equity of Changzhou Hydropower from State Power Investment Corporation Guangxi Electric Power Co., Ltd. [1][5][41]. - The total adjusted transaction price for Wuling Power is set at 2,426,734.20 million yuan, while for Changzhou Hydropower, it is 291,235.78 million yuan, accounting for post-evaluation dividends [43][44]. Group 2: Adjustments and Approvals - The company held a board meeting on August 29, 2025, where it approved adjustments to the transaction plan, confirming that these adjustments do not constitute a major change to the restructuring plan [6][35][56]. - The adjustments include changes to the transaction price and arrangements for transitional period profits and losses, ensuring that the company retains the benefits from profits generated during this period [48][50]. Group 3: Performance Commitments and Compensation - The performance commitment agreements will be adjusted to include compensation arrangements for any shortfalls in net profits during the performance commitment period, with specific formulas for calculating compensation shares [12][13][53]. - The company will also establish compensation obligations for impairment testing assets, ensuring that any losses are covered by the respective parties based on their equity stakes [17][19][28].

Core Viewpoint - The adjustment of the transaction plan by State Power Investment Corporation Yuan Da Environmental Protection Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by independent financial advisors [1][21]. Transaction Adjustment Details - The company plans to acquire a 37% stake in Wuling Power Co., Ltd. and a 64.93% stake in Guangxi Changzhou Hydropower Development Co., Ltd. through a combination of issuing shares and cash payments [1][2]. - The adjusted transaction price for the 100% stake in Wuling Power is set at 24,267.34 million yuan, while the adjusted price for the 64.93% stake in Changzhou Hydropower is 2,912.36 million yuan [3][4]. Payment Structure - The total payment structure before adjustment was 2,773,553.18 million yuan, which has been reduced to 2,717,969.98 million yuan after the adjustment [3][4]. Transitional Profit and Loss Allocation - During the transitional period, profits from Wuling Power's assets will be retained by the company, while losses will be borne by the respective stakeholders according to their shareholding ratios [4][5]. Performance Commitment and Compensation Arrangements - The performance commitment period will involve annual audits to compare actual net profits against committed amounts, with compensation obligations for China Power and Xiangtou International based on the audit results [6][7]. - The maximum number of shares to be compensated will not exceed the transaction price of the performance commitment assets [16][18]. Independent Financial Advisor's Opinion - The independent financial advisor has confirmed that the adjustments made to the transaction plan do not constitute a significant change to the restructuring plan, in accordance with relevant regulations [21].

Core Viewpoint - The company plans to adjust its asset acquisition strategy by purchasing stakes in two power companies, aiming to enhance its operational capacity and financial performance through strategic partnerships and capital raising efforts [1][2][3]. Group 1: Transaction Details - The company intends to acquire a 63% stake in Wuling Power from China Power International Development and a 37% stake from Hunan Xiangtou International Investment, along with a 64.93% stake in Changzhou Hydropower from State Power Investment Corporation Guangxi Electric Power [1][2]. - The total assessed value of Wuling Power's 100% equity is approximately RMB 2,466.73 million, while the assessed value of Changzhou Hydropower's 64.93% equity is approximately RMB 306.82 million [2][3]. - The adjusted transaction price for Wuling Power, after accounting for dividends, is RMB 2,426.73 million, and for Changzhou Hydropower, it is RMB 291.23 million [4][5]. Group 2: Financial Arrangements - The total payment for the acquisitions will be approximately RMB 2,717.97 million, consisting of cash and shares, with the issuance of approximately 3,599.39 million shares post-transaction [5][6]. - The company will enter into performance commitment agreements with the sellers to ensure the financial stability and performance of the acquired assets [7][9]. Group 3: Governance and Approval - The board of directors unanimously approved the transaction, with all 10 members present voting in favor, while certain related party directors abstained from voting [1][8]. - The adjustments to the transaction do not constitute a significant change under the relevant asset restructuring regulations, as the reduction in transaction price does not exceed 20% of the overall deal [7][8].

Core Viewpoint - The company is adjusting its transaction plan for acquiring stakes in Wuling Power and Changzhou Hydropower, which does not constitute a major adjustment to the restructuring plan [1][24][27]. Transaction Adjustment Details - The company plans to acquire 100% of Wuling Power and 64.93% of Changzhou Hydropower through a combination of cash and stock issuance [1]. - The adjusted transaction price for 100% of Wuling Power is set at 2,426,734.20 million yuan, reflecting a dividend amount of 40,000.00 million yuan [1][2]. - The total adjusted transaction price for the assets is 2,717,969.98 million yuan, with cash payment of 360,369.98 million yuan and stock payment of 2,357,600.00 million yuan [2][4]. Transitional Profit and Loss Allocation - During the transition period, profits from the evaluated assets will be retained by the company, while losses will be compensated by the respective shareholders of the evaluated assets [5][7]. - For Changzhou Hydropower, profits will be retained by the company, while losses will be compensated by Guangxi Company in cash [7][14]. Performance Commitment and Compensation Arrangements - The performance commitment period will involve annual audits to compare actual net profits against committed amounts, with compensation obligations based on the audit results [8][20]. - The maximum number of shares to be compensated will not exceed the transaction price for the performance commitment assets [20][23]. Implications of the Adjustment - The adjustment involves a reduction in the transaction price that does not exceed 20%, thus not constituting a major adjustment under regulatory guidelines [24][27]. - The decision-making process for the transaction adjustment has been approved by the board and does not require further shareholder approval [27][28].