Ev Dynamics (Holdings) Limited 科軒動力（控股）有限公司 （於百慕達註冊成立之有限公司） （股份代號：476） 有關解決不發表意見 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 所實施的行動計劃之 季度更新 茲提述科軒動力（控股）有限公司（「本公司」，連同其附屬公司統稱「本集團」）日期 為二零二五年七月三十日刊登之截止二零二五年三月三十一日止年度之年報（「年 報」）。除文義另有所指外，本公告所用詞彙與年報內所界定者具相同涵義。 誠如年報披露，由於與持續經營假設的適當性相關的範圍受限，故本公司核數師對本公 司截止二零二五年三月三十一日止年度的綜合財務報表不發表意見（「不發表意見」）。 所實施的行動計畫進展 董事會謹此告知本公司股東及潛在投資者，本集團為解決導致不發表意見的問題而實施 的計劃及行動的以下進展，及通知市場所有重大信息，以便股東及潛在投資者評估本公 司的狀況。 1. 潛在配售 本集團繼續積極與多位潛在投資者就潛在 ...

Audit Opinion - The audit report concludes that the financial statements of Shanghai Xinggan Semiconductor Co., Ltd. fairly reflect the company's financial position as of May 31, 2025, December 31, 2024, and December 31, 2023, as well as its operational results and cash flows for the periods from January to May 2025, the year 2024, and the year 2023 [2][3]. Management and Governance Responsibilities - The management of the company is responsible for preparing the financial statements in accordance with accounting standards and ensuring that the statements are free from material misstatements due to fraud or error [3][4]. - The governance layer is tasked with overseeing the financial reporting process of the company [3]. Auditor's Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error [3][4]. - The auditor identifies and assesses risks of material misstatement and designs audit procedures to address these risks [3][4]. - The auditor evaluates the appropriateness of accounting policies selected by management and assesses the reasonableness of accounting estimates and disclosures [3][4]. Company Overview - Shanghai Xinggan Semiconductor Co., Ltd. is headquartered in Shanghai, with a registered capital of RMB 8.022352 million as of May 31, 2025 [5][6]. - The company primarily engages in technology development in the semiconductor, electronics, and integrated circuit sectors [5][6]. Financial Reporting Basis - The financial statements are prepared on a going concern basis, and the company has assessed its ability to continue as a going concern for the next 12 months without any significant issues [5][6]. Important Accounting Policies - The company follows specific accounting policies and estimates in accordance with accounting standards, ensuring that the financial statements accurately reflect its financial status and operational results [5][6]. - The accounting year runs from January 1 to December 31, and the functional currency is RMB [5][6]. Consolidation and Mergers - The company consolidates financial statements based on control, including subsidiaries and structured entities [7][8]. - The accounting treatment for mergers and acquisitions is specified, including the recognition of identifiable assets and liabilities at fair value on the acquisition date [6][7][8].

Audit Opinion - The audit report states that the financial statements of Shanghai Liangxi Technology Co., Ltd. fairly reflect its financial position and results of operations for the periods ending December 31, 2023, December 31, 2024, and June 30, 2025, in accordance with accounting standards [1][2]. Key Audit Matters - Revenue recognition is identified as a key audit matter, with reported revenues of 26.7943 million yuan, 74.3535 million yuan, and 70.7961 million yuan for the years 2023, 2024, and the first half of 2025, respectively [1][2]. - The allowance for bad debts on accounts receivable is also a key audit matter, with accounts receivable values of 2.3690 million yuan, 9.4363 million yuan, and 28.3709 million yuan as of December 31, 2023, December 31, 2024, and June 30, 2025, respectively [2][3]. Management Responsibilities - The management of the company is responsible for preparing financial statements that fairly present the company's financial position and results, and for maintaining effective internal controls to prevent material misstatements due to fraud or error [3][4]. Company Overview - Shanghai Liangxi Technology Co., Ltd. was established on June 7, 2022, and officially registered on June 20, 2022, with a business scope that includes technology services, manufacturing of electronic components, and software development [5][6]. Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and in accordance with the accounting standards issued by the Ministry of Finance [6][7]. Accounting Policies - The company recognizes revenue and estimates bad debt provisions based on its operational characteristics, with specific policies detailed in the financial statement notes [7][8].

Core Viewpoint - The company is undergoing a significant asset disposal and related transactions, with a focus on the evaluation methods and financial implications of these actions [1][2][3] Financial Statements and Audit - The company has engaged Ernst & Young Huaming to audit its financial statements for the years 2022, 2023, and 2024, ensuring compliance with accounting standards [1][2] - The audit aims to provide an opinion on whether the financial statements fairly reflect the company's financial position and results of operations [1][2] Asset Evaluation and Transaction Pricing - The asset evaluation for the disposal includes a negative valuation of -2.976 billion yuan, primarily due to the assets being insolvent, with a transaction price set at 1 yuan [3][4] - The projected simulated consolidated revenues for the years 2022 to 2024 are 38.40 billion yuan, 32.33 billion yuan, and 17.25 billion yuan, respectively [3][4] - The total assets for the same years are projected at 136.35 billion yuan, 121.63 billion yuan, and 105.79 billion yuan [3][4] Financial Health and Liquidity Risks - As of the end of 2024, the company has 7.551 billion yuan in unrestricted cash, with a total debt financing balance of 57.644 billion yuan, of which approximately 40% is due within one year [14][15] - The company has reported a significant increase in asset impairment provisions over the years, totaling 0.885 billion yuan, 1.634 billion yuan, and 4.182 billion yuan for 2022, 2023, and 2024, respectively [3][4] Evaluation Methodology - The company justifies the use of the asset-based approach for valuation, stating that the revenue-based approach is not applicable due to the nature of the assets being evaluated [13][14] - The evaluation report indicates that the company’s ongoing operations are based on the assumption of continued business viability, despite the asset disposal [14] Long-term Investments and Other Receivables - The book value of long-term equity investments is reported at 9.377 billion yuan, with an appreciation of 2.130 billion yuan, resulting in a growth rate of 22.72% [3][4] - Other receivables are valued at 23.851 billion yuan, with a depreciation rate of -2.14% [3][4]

Group 1 - The audit report indicates that the financial statements of Yanzhou Dongfang Electromechanical Co., Ltd. fairly reflect its financial position as of December 31, 2024, and its operational results and cash flows for the year 2024 in accordance with accounting standards [2][5]. - The company was established on December 7, 1990, with a registered capital of 50 million RMB, and is located in Zoucheng City, Shandong Province [5][6]. - The main business of the company includes the research, design, manufacturing, and service of general explosion-proof electrical and automation products [5][6]. Group 2 - The company operates in the electrical machinery and equipment manufacturing industry, focusing on products such as mining explosion-proof electrical products, high and low voltage switchgear, and automation systems [5][6]. - The financial statements are prepared based on the going concern assumption, indicating that the company has the ability to continue its operations for at least 12 months from the reporting date [6][7]. - The company adheres to the accounting principles set forth by the Ministry of Finance and the China Securities Regulatory Commission, ensuring that its financial reporting is in compliance with relevant regulations [6][7].