一、审计意见 上海兴感半导体有限公司全体股东： 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 审 计 报 告 TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 容诚审字[2025]518Z1696 号 审计报告 上海兴感半导体有限公司 容诚审字[2025]518Z1696 号 容诚会计师事务所(特殊普通合伙) 中国·北京 目 录 序号 内 容 页码 我们审计了上海兴感半导体有限公司（以下简称兴感公司）财务报表，包括 负债表，2025 年 1-5 月、2024 年度、2023 年度的合并及母公司利润表、合并及母 公司现金流量表、合并及母公司所有者权益变动表以及相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制，公 允反映了兴感公司 2025 年 5 月 31 日、2024 年 12 月 31 日、2023 年 12 月 31 日的 合并及母公司财务状况以及 2025 年 1-5 月、2024 年度、2023 年度的合 ...

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].