[Temporary Announcement] Maxim’s Yishen: China Merchants Securities Co., Ltd.’s Independent Financial Advisor’s Professional Opinion on the Major Asset Purchase of Chongqing Maxim’s Yishen Machinery Co., Ltd. Attachment No. 2
About China Merchants Securities Co., Ltd.
Major asset purchase of Chongqing Maxim Yishen Machinery Co., Ltd.
of
Independent Financial Adviser Professional Opinion Schedule No. 2
independent financial advisor
September 2026
Schedule of professional opinions of financial advisors on mergers, acquisitions and restructuring of listed companies
No. 2 – Major Asset Restructuring
Chongqing Maxim’s Yishen Machinery Co., Ltd. Name of independent financial advisor Name of listed company of China Merchants Securities Co., Ltd.
Ltd.
Securities abbreviation Maxim's Yishen Securities code 920833
Transaction type Buy √ Sell □ Other methods □
Jing Jian, Cheng Xuemei, Han Yufeng, whether they constitute related transactions? Yes □ No √
Jiang Huiqing, Cao Baohong, Paul
counterparty
Schnaberich and Tong Kin
Shing
The listed company plans to acquire 100% of the controlling shareholder of Taizhou Xinyu Precision Co., Ltd. (hereinafter referred to as "Xinyu Precision" or the "target company") held by Jing Jian, Cheng Xuemei, Han Yufeng, Jiang Huiqing, and Cao Baohong by paying cash. Overview of this restructuring
equity, and simultaneously acquired 9.01% and 8.7% shares of Xinyu Precision held by Paul Schnaberich and Tong Kin Shing respectively. After the completion of this transaction, the voting rights proportion of the listed company's indirect and direct holdings of Xinyu Precision is 69.92%, thus gaining control of Xinyu Precision.
The listed company obtained the controlling stake of Xinyu Precision through this transaction, and Xinyu Precision’s judgment in the most recent fiscal year constituted a major asset reorganization.
Basis for selecting indicators for total assets, net assets and operating income to exceed the proportion of corresponding indicators of listed companies
50%. According to Article 12 of the "Reorganization Management Measures", this transaction constitutes a major asset reorganization. The listed company plans to pay cash to purchase 100% of the equity of Jinding Company held by five shareholders including Jing Jian and Cheng Xuemei, and also acquire 9.01% and 8.70% of the equity of Xinyu Precision held by Paul Schnaberich and Tong Kin Shing respectively, with a transaction price of 466.0607 million yuan.
Verification opinion
Serial number Verification items Remarks and explanations Yes No
1. Situation of the counterparty
1.1 Basic information of the counterparty
1.1.1 The name, nature of the business, place of registration, and main office of the counterparty √
Whether the point, legal representative, tax registration certificate number and actual situation are
consistent
1.1.2 Whether the counterparty has no factors that affect its existence √
1.1.3 If the counterparty to the transaction is a natural person, has he or she not obtained permanent residence or passports from other countries or regions? √ Jing Jian, Cheng Xuemei, Han Yuqu, Feng, Jiang Huiqing, and Cao Baohong have not obtained permanent residence or passports from other countries or regions; Paul Schnaberich’s nationality is German; Tong Kin Shing’s nationality is Italian and has the right of residence in Hong Kong, China. 1.1.4 Whether the historical evolution explained by the counterparty is true, accurate, and complete? √
There is no false disclosure
1.2 Control structure of counterparty
1.2.1 Whether the property rights and control relationships disclosed by the counterparty are comprehensive, complete and √
true
1.2.2 If the counterparty has been established for less than one year or has not carried out actual business, it is not applicable. Has the controlling shareholder or actual controller of the counterparty been verified?
situation
1.2.3 Whether the major shareholders and other managers of the counterparty have been verified. Not applicable, the basic information of the counterparty is a natural person. 1.3 Strength of the counterparty
1.3.1 Whether the main business, industry experience, and √
Operating results and position in the industry
1.3.2 Whether the main business development status of the counterparty has been verified √
1.3.3 Whether the financial status of the counterparty, including assets and liabilities, has been verified √
status, operating results and cash flow situation, etc.
1.4 Credit standing of the counterparty
1.4.1 Actual control of the counterparty, its senior managers, and counterparty √
Whether the person and his or her senior managers have not received any administrative punishment in the past five years
penalties (excluding penalties outside the securities market), criminal penalties or
The person involved in major civil litigation or arbitration related to economic disputes
Whether the counterparty and its senior managers have not been subject to any √
Administrative penalties unrelated to the securities market
1.4.2 Whether the counterparty does not control other listed companies √
If it controls other listed companies, the compliance operation of the listed company is not applicable, and whether there is no controlling shareholder occupying the listed company's funds and using
Issues such as illegal provision of guarantees by listed companies
1.4.3 Whether the counterparty has no other bad records √
1.5 Relationship between counterparty and listed company
1.5.1 Whether there is no related relationship between the counterparty and the listed company √
1.5.2 Whether the counterparty has not recommended directors or senior managers to the listed company √
The situation of management personnel
1.6 Whether the counterparty promises not to transfer in any form within a limited period √
Let its shares be held
1.7 Whether the counterparty does not hold shares for others √
- The status of assets purchased during the reorganization of listed companies (applicable to listed companies purchasing assets, increasing capital for established enterprises, accepting gifts or entrustments with obligations)
management of assets, etc.)
2.1 Whether the industry in which the purchased assets belong is in line with the encouragement scope of the national industrial policy √
If not, are there no major policies affecting the development of the industry? Not applicable
element
2.2 Operating conditions of purchased assets
2.2.1 Whether the purchased assets and business will be sustainable within the last 3 years √
Business records
2.2.2 When the counterparty discloses the acquisition and operation of the asset or business √
Is the time real?
2.2.3 Whether there have been no major violations of laws and regulations in the past three years when purchasing assets √ 2.3 Financial status of purchased assets
2.3.1 Whether the asset has sustained profitability √ 2.3.2 Whether the revenue and profit do not include a large proportion (such as more than 30%) √
non-recurring gains and losses
2.3.3 Whether non-involvement will lead to an increase in the financial risks of the listed company and the amount √
Larger abnormal accounts receivable or payable
2.3.4 Whether the listed company’s debt ratio will not be too large after the transaction is completed √
(If it exceeds 70%), if it belongs to a special industry, it should be stated in the remarks.
2.3.5 After the transaction is completed, whether the listed company does not exist and will bear significant guarantees √
or other joint and several liability, as well as other contingent risk issues
2.3.6 Whether there are no false records in financial accounting documents regarding relevant assets or businesses √
or other major illegal acts
2.4 Ownership status of purchased assets
2.4.1 Whether the ownership is clear √ 2.4.1.1 Whether the corresponding ownership certificate has been obtained, including √ownership, land use rights, franchise rights, intellectual property rights or other related assets
Proof of ownership of his rights and interests
2.4.1.2 Whether there are no policy obstacles, mortgage or freeze and other rights restrictions when the transaction counterparty transfers the aforementioned assets to the listed company.
Whether there will be no litigation, personnel placement disputes or other serious matters √
big risk
2.4.1.3 The personnel, technology, procurement and operation required for the normal operation of the asset √
Whether the sales system, etc. are purchased together?
2.4.2 If it is a complete operating asset (including equity or other assets that can be independently accounted for)
operating assets of the accounting entity)
2.4.2.1 Whether the counterparty legally owns all rights to the equity asset √
profit
2.4.2.2 Rights to the physical assets and intangible assets corresponding to this equity asset √
Is it clear?
2.4.2.3 Whether there is no sponsor of the company related to the equity asset √
False capital contribution or other circumstances that affect the legal existence of the company
2.4.2.4 If it is a limited liability company, whether the relevant equity is injected into the listed company √
The consent of other shareholders has been obtained or there is evidence that the shareholder
Right of first refusal has been waived
2.4.2.5 Is the ownership of the assets corresponding to the equity clear? √
Have you applied for the corresponding property rights certificate √
2.4.3 Whether the asset (including the asset corresponding to the equity) has no rights √ Part of the immovable burden of the target company, such as mortgage, pledge and other security rights. If the property rights and patent rights are mortgaged or pledged, they are all bank credit mortgages or bank loan mortgages. There are no other restrictions on the ownership and use rights of the remaining major properties.
Whether there is no prohibition on transfer, restriction on transfer or compulsory preservation measures taken √
The situation of giving
2.4.4 Whether there are no facts that caused the asset to be subject to third-party requests or government claims. √ During the reporting period, the subject company was punished by the company's subsidiary Xinyu Manufacturing. There was a general production safety accident, and the Taizhou City Jiangyan District Emergency Management Bureau imposed a fine on Xinyu Manufacturing.
Whether there is no litigation, arbitration or other forms of disputes √
2.4.5 Are there any matters in the relevant company’s articles of association that may affect this transaction? √
Main content affected or relevant investment agreement
2.4.6 Whether the relevant assets have been evaluated or traded in the last three years √
The appraisal or transaction price of related assets is consistent with this appraisal price. Not applicable
Is there a difference between
If there are any differences, has a rationality analysis been conducted? Not applicable
Not applicable if the relevant assets have been evaluated or traded in the last three years
Whether it is truthfully disclosed in the report
2.5 Independence of assets
2.5.1 Whether the operational independence of the assets or businesses entering the listed company has not been √
Due to being bound by a contract, agreement or related arrangement, such as a franchise,
Special industry business licenses, etc. are uncertain
2.5.2 After being injected into a listed company, will the listed company directly participate in its operation and management? √
management, or make appropriate arrangements to ensure its normal operation
2.6 Whether there are no controlling shareholders and their related persons with capital unrelated to the main business √
assets or inefficient assets to repay the funds occupied by listed companies
2.7 If the purchase of overseas assets is involved, whether the relevant assets have been verified? √ If the target company is established in Thailand and entrusts an overseas intermediary agency to assist in the verification, it shall be stated in the remarks that it has a subsidiary and has been hired (with the consent of the overseas intermediary agency, regarding the above content, the overseas lawyer can quote the due diligence opinions of the overseas intermediary agency for verification in Thailand). The subsidiary shall issue a legal opinion
See Book 2.8. Whether the asset delivery arrangement stipulated in the transaction contract does not exist may lead to √
Causes listed companies to be unable to obtain cash or other assets in a timely manner after delivering them
consideration risk
Whether the relevant liability for breach of contract is effective √
2.9 Plan to continuously calculate performance when new shares or bonds are issued after restructuring
2.9.1 Whether the assets and business for which the assets are purchased are independent and complete, and whether they have been used in the past two years. Not applicable
No major changes occurred in the year
2.9.2 Whether the purchased assets are under the same actual control before entering the listed company Not applicable
Continuously operating for more than two years under control
2.9.3 Whether the purchased assets are independently accounted for before entering the listed company. Not applicable or although the assets are not independently accounted, the income and income related to its operating business are not applicable.
Whether expenses can be clearly divided in accounting
2.9.4 Whether the main senior managers of the listed company and the operating entity should sign an employment contract or use other methods to determine the employment relationship
Whether the continuing operation and management of the operating entity after the transaction is completed Not applicable
make appropriate arrangements
2.10 Whether the significant accounting policies or accounting estimates of the transaction object are consistent with the above √
There is no major difference between municipal companies
If there are major differences that require changes according to regulations, whether the transaction has not been revised. Not applicable
Impact on underlying profits
2.11 Whether the main product technology and technology of purchased assets are not part of the policy √
Clearly restrict or eliminate outdated production capacity and process technologies
2.12 Whether the purchased assets comply with the relevant requirements of my country’s current environmental protection policies √
3. The status of assets sold during the restructuring of listed companies
(Applicable to listed companies selling assets, using assets as investment without holding a controlling stake, making external donations, and converting major
Entrusting others to operate operating assets, etc.)
3.1 Whether there is no unclear ownership, restriction or prohibition on transfer of the assets sold Not applicable
situation
3.2 Whether the assets sold are non-major assets of the listed company, have not had a significant impact on the listed company’s revenue and profits, and have not resulted in the listed company’s losses.
Revenue and profit decline
3.3 Whether the assets sold are inefficient or ineffective assets that are difficult to maintain operations. Not applicable
produce
3.4 Whether the non-existence of the asset delivery arrangements stipulated in the transaction contract may cause the listed company to be unable to obtain cash or other assets in a timely manner after delivering the cash or other assets.
consideration risk
Whether the relevant liability for breach of contract is effective? Not applicable
4. Fairness of Transaction Pricing
4.1 If the transaction price is determined based on the appraised value
4.1.1 When evaluating the overall assets, are different assessments adopted for different assets? Not applicable. The valuation method of this transaction is that the subject matter is equity assets. The evaluation agency uses the income method and the asset-based method to evaluate Xinyu Precision; because Jinding Company has no actual operations, the evaluation agency uses the asset-based method to evaluate Jinding Company.
Is the selection of assessment method appropriate? √
4.1.2 Whether the assessment method is suitable for the purpose of assessment √
4.1.3 Whether the profitability of relevant assets has been fully considered √
4.1.4 Whether the evaluation results are obtained by using more than two evaluation methods √
4.1.5 Are the assessment assumptions reasonable? √
Expected future revenue growth rate, discount rate, product price, sales volume √
Whether the values of other important evaluation parameters are reasonable, especially when the transaction target is
Intangible assets
4.1.6 Whether the ownership of the assets being evaluated is clear, including the corresponding equity assets √
ownership of physical assets and intangible assets
4.1.7 Whether there is no impairment of goodwill due to appreciation in assessment, which is beneficial to the company √
Situations that have a greater impact on profits
4.1.8 Whether there is no large value-added assessment, which may lead to listed companies √
Bear huge annual impairment testing costs
4.2 Compared with similar assets in the market, is the pricing of this asset transaction fair? √
Allowable, reasonable
4.3 Whether a comparative analysis has been conducted on the pricing of this transaction for purchasing assets and the evaluation and transaction pricing of the last three years. Not applicable
5. Risks of creditor and debt disputes
5.1 Debt transfer
5.1.1 When a listed company transfers debt to a third party, has it obtained the consent of the creditor and fulfilled legal procedures?
5.1.2 If the debt transfer only obtains the consent of some creditors, and the remaining debt holders have not obtained the consent of the obligees, whether appropriate arrangements have been made to secure the debts?
actual transfer of financial risk
Whether there are legal obstacles and significant risks in the transfer arrangement Not applicable
5.2 When a listed company transfers claims to a third party, does it fulfill the notified debt? Not applicable
legal procedures
5.3 When a listed company assumes the debts of others, has the debtor assumed acquired the debt? Not applicable
Its creditors agreed and fulfilled legal procedures
5.4 Whether the above transfer of claims and debts has no impact on the financial status of the listed company and is not applicable
Negative impact on operating results
5.5 Whether the asset seller has obtained the creditor’s consent for the disposal of the assets Not applicable
6. Relevant approvals required for reorganization
6.1 Legality of the procedure
6.1.1 Whether the listed company and the counterparty have completed this major asset transaction √
The necessary internal decision-making and reporting, approval and disclosure procedures have been carried out on the matter.
Preface
6.1.2 Whether the process of performing various procedures complies with relevant laws, regulations and rules √
regulations and policy requirements of government departments
6.1.3 Whether the reorganization plan has been approved by the listed company’s shareholders’ meeting. List of non-related shareholders √ This transaction does not involve related transactions. The transaction plan has been reviewed and approved by the listed company’s board of directors and has not yet been approved by the listed company’s shareholders’ meeting.
Review 6.2 Whether the reorganization will not cause the company to be involved in the franchise field or other restrictions √
Manufacturing and business fields
If the aforementioned problems exist, special attention should be paid to whether they comply with the current national industrial development policies or obtain approval from relevant competent authorities.
Areas with clear regulations on industry access
7. Impact on listed companies
7.1 Is the purpose of the reorganization consistent with the company’s strategic development goals √
Whether it enhances the core competitiveness of listed companies √
7.2 Impact on listed companies’ ability to continue operating and profitability
7.2.1 Whether the listed company enhances its ability to continue operating after purchasing assets and √
Profitability
7.2.2 Listed companies after the transaction is completed (except for special service industries such as culture and media √
(other than) whether the main asset is not cash or current assets; if
"No", briefly describe in remarks
Is the operation of major assets certain? √
The non-existence of major assets has significant consequences for the continued operation of the listed company √
Uncertain equity investments and debts that cannot be controlled by listed companies
Investment, etc.
7.2.3 After the reorganization is implemented, whether the listed company has definite assets and businesses, and these assets or businesses have not been affected by contracts, agreements or related matters.
Arrangement constraints with uncertainty
7.2.4 After the implementation of reorganization, whether listed companies do not need to obtain √franchises or other licensing qualifications in the corresponding fields?
Whether there are no major uncertainties in a listed company’s acquisition of new license qualifications Not applicable
Qualitative
7.2.5 Whether the conditions set for this transaction (including payment of funds, delivery of assets, √ transaction method) do not cause the assets to be entered into the listed company to have
Significant uncertainty (such as the agreement that the company cannot retain its listing status)
It is easy to suspend the execution and return to the original status, etc.), and continue to operate the listed company.
have a negative impact on operations or have significant uncertainties
7.2.6 Whether the basis for preparing the profit forecast and various assumptions are realistic Not applicable
Is the profit forecast achievable? Not applicable
7.2.7 If no profit forecast is provided, whether the management’s discussion and analysis fully reflects the company’s future development prospects and sustainable operating capabilities after this restructuring
and existing problems
7.2.8 If the counterparty of the transaction signs a compensation agreement with the listed company for the situation where the actual profit of the relevant assets is less than the predicted profit, the relevant compensation arrangements
Whether it is feasible and reasonable; whether the provider of relevant compensation has the ability to perform
ability to compensate
7.3 Impact on the operational independence of listed companies
7.3.1 Whether the relevant assets have entered the listed company as a whole √ Whether the listed company has control over procurement, production, sales and knowledge √
Whether it remains independent in terms of intellectual property rights and other aspects
7.3.2 Related party transaction income and corresponding profits in listed companies’ income and profits √
Whether the proportion does not exceed 30%
7.3.3 Whether the assets entering the listed company include those necessary for production and operation √Trademark use rights, patent use rights, safety production licenses, pollution discharge
Intangible assets such as licenses (such as pharmaceutical production licenses, etc.)
7.3.4 Whether there is no need to pay intangible asset usage fees to third parties √ 7.3.5 Whether there are no controlling shareholders, actual controllers and their related parties or √ The counterparty and their related parties occupy the funds of the listed company through transactions
or circumstances that increase the risks of listed companies
7.4 Impact on the governance structure of listed companies
7.4.1 Whether the controlling shareholder or potential controlling shareholder of a listed company remains independent from the listed company
Whether there is no transfer of control rights to existing assets of the listed company √
situations that pose a threat to the safety of property
7.4.2 After the reorganization, can the listed company’s personnel, finances, and assets be complete, have independent bank accounts, and make independent tax payments in accordance with the law?
financial decisions
7.4.3 Whether production, operation and management can be separated from the controlling shareholder √ 7.4.4 After the reorganization, is there √ no horizontal competition between the listed company and the controlling shareholder and its affiliates?
If yes, have practical solutions been proposed? Not applicable 7.4.5 After the reorganization, have there been no infringement debts due to environmental protection, intellectual property rights, product quality, labor safety, personal rights, etc.; if
Exists, explain the impact on listed companies in the remarks
8. Related matters
8.1 Whether the asset reorganization involves employee resettlement √ 8.1.1 Whether employee resettlement complies with national policies Not applicable 8.1.2 Whether employees have been properly resettled Not applicable 8.1.3 Whether employee resettlement costs are borne by the listed company Not applicable 8.1.4 Whether the resettlement plan has been voted by the employee representative conference Not applicable 8.2 Whether there is no related relationship between various professional institutions and the listed company √Involved independent financial consultants, evaluation institutions, audit institutions, legal institutions √Whether the consultant is hired by the listed company; if not, the details are in the remarks
column
8.3 Verification of stock transactions in the secondary market
8.3.1 Whether there are no abnormal fluctuations in stock prices in the secondary market of listed companies √
move
8.3.2 Whether there are no listed companies and their directors, supervisors and senior managers √
members and their immediate family members are suspected of participating in insider trading.
8.3.3 Whether there are no reorganizing parties and their directors, supervisors and senior managers √
and immediate family members of the above-mentioned persons are suspected of participating in insider trading.
8.3.4 Are there any professional institutions (including lawyers, accounting firms, financial consultants, asset appraisal firms) involved in this reorganization?
firm) and relevant personnel and their immediate family members are suspected of participating in insider trading
8.4 Whether the relevant parties have fulfilled their reporting and announcement obligations in a timely, truthful, accurate and complete manner
Whether the relevant information has not been leaked in advance? √ Whether the relevant parties are not being investigated by the securities regulatory authorities or √
Stock exchange investigation situation
8.5 Whether the controlling shareholder or actual controller of the listed company has issued relevant commitments
Whether there is no relevant commitment that has not been fulfilled √
If these commitments are not fulfilled, will it not have an impact on this acquisition? Not applicable 8.6 Whether the commitments or √ statements made by directors, supervisors, and senior managers of listed companies cover the scope of the commitments they should make
Whether it shows that it has fulfilled its fiduciary obligations √
Whether it is not necessary to supplement the content and scope of the commitment √ 8.7 Whether the restructuring report fully discloses the operating risks, financial risks, management risks, technical risks, policy risks and other risks after the restructuring?
risk
Whether the risk countermeasures and measures are operable √ 8.8 Whether the listed company has had any negative impact on the same or related assets for 12 consecutive months √
purchase and sale of property
Key issues and concluding comments during due diligence
China Merchants Securities Co., Ltd., as Maxim's independent financial advisor, strictly complies with the provisions of the Company Law, Securities Law, Reorganization Management Measures and other laws and regulations and the requirements of the China Securities Regulatory Commission, through due diligence and prudent review of information disclosure documents such as major asset restructuring reports, and after full communication with listed companies, lawyers and audit institutions, it is believed that:
This transaction plan complies with the provisions of the "Company Law", "Securities Law", "Reorganization Management Measures" and other laws, regulations and normative documents. This transaction complied with the requirements of relevant national laws and regulations, performed necessary information disclosure procedures, and performed corresponding procedures in accordance with relevant laws and regulations;
This transaction complies with national industrial policies and laws and administrative regulations related to environmental protection, land management, antitrust, foreign investment, outbound investment, etc.;
The controlling shareholders and actual controllers of the listed company have not changed before and after this transaction, which does not constitute a reorganization and listing, nor will it cause the listed company to fail to meet the conditions for stock listing;
The pricing principles of the assets involved in this transaction comply with relevant laws and regulations, and there is no harm to the legitimate rights and interests of the listed company and shareholders;
The transaction price is based on the evaluation report issued by an evaluation agency qualified to engage in securities-related business, and is determined through negotiation between the parties to the transaction. The procedures are complete and the pricing is reasonable. The valuation assumptions of the asset valuation involved in this transaction are reasonable, the method selection is appropriate, and the conclusion is fair and reasonable, which effectively ensures the fairness of the transaction price and will not harm the interests of the listed company and shareholders, especially other small and medium-sized shareholders;
This transaction will help the listed company enhance its ability to continue operating, and there is no situation that may cause the listed company's main assets to be cash or no specific operating business after the restructuring;
The ownership of the subject assets of this transaction is clear. Provided that the relevant legal procedures and prerequisites are properly fulfilled, there will be no legal obstacles to the transfer or transfer of the subject assets. This transaction does not involve the transfer of claims and debts and the placement of employees;
The listed company and the counterparty signed the "Equity Acquisition Agreement" and "Performance Commitment and Compensation Agreement". This independent financial consultant believes that: the asset delivery arrangements agreed in the contract will not cause the risk of the listed company not being able to obtain consideration in time after paying cash, and the relevant liability for breach of contract is effective and will not harm the interests of the shareholders of the listed company;
This transaction does not constitute a related transaction and does not harm the legitimate rights and interests of the listed company and non-related shareholders. This transaction is necessary;
This transaction will not lead to new horizontal competition with significant adverse effects or related transactions that seriously affect independence or be unfair;
The listed company has formulated an effective and effective registration and management system for insiders in accordance with the requirements of relevant laws, regulations and normative documents, strictly abides by the provisions of the registration and management system for insiders, fulfills its confidentiality obligations, and has taken necessary and sufficient confidentiality measures to prevent the leakage of inside information;
After the completion of this transaction, the listed company will continue to remain independent from its actual controller and related parties in terms of business, assets, finance, personnel, institutions, etc., in compliance with the relevant regulations of the China Securities Regulatory Commission on the independence of listed companies;
Before this transaction, the listed company had formed a sound and effective corporate governance structure, and this transaction will not have an adverse impact on the listed company's corporate governance structure;
This transaction involves the listed company paying cash to purchase assets. The controlling shareholder and actual controller of the listed company have not changed before and after the transaction, and it does not constitute a reorganization and listing as stipulated in Article 13 of the "Reorganization Management Measures";
The listed company and the counterparty have made corresponding arrangements for the future performance commitments and compensation of the underlying assets, and the performance commitments and compensation arrangement measures are feasible and reasonable;
In order to safeguard the legitimate rights and interests of the company and all shareholders, the listed company has formulated practical measures to compensate for the dilution of immediate returns that may be diluted. The controlling shareholders, all directors and senior managers of the listed company have issued corresponding commitments, which are in compliance with the requirements of relevant laws and regulations such as the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market", the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market" and the "Guiding Opinions on Matters Related to IPOs and Refinancing, and Major Asset Reorganizations that Dilute Immediate Returns";
In this transaction, China Merchants Securities did not engage in any direct or indirect paid hiring of third-party institutions or individuals; the listed company hired independent financial consultants, law firms, auditing agencies, examination preparation review agencies, and asset appraisal agencies in accordance with the law, in compliance with the relevant provisions of the "Opinions on Strengthening the Prevention and Control of Risks of Securities Companies Engaging Third Parties and Other Integrity in Investment Banking Business".