Xinzhu Co., Ltd.: CITIC Securities Co., Ltd.’s independent financial adviser’s verification opinion that the adjustment of the transaction plan of Chengdu Xinzhu Road and Bridge Machinery Co., Ltd. does not constitute a major adjustment
CITIC Securities Co., Ltd.
About Chengdu Xinzhu Road and Bridge Machinery Co., Ltd.
Verification opinion of the independent financial advisor that this adjustment to the transaction plan does not constitute a major adjustment
Chengdu Xinzhu Road and Bridge Machinery Co., Ltd. (hereinafter referred to as "Xinzhu Co., Ltd." or the "listed company") plans to sell 100% equity of Sichuan Development Maglev Technology Co., Ltd., its debt rights to Sichuan Development Maglev Technology Co., Ltd. and some other assets related to the rail transit business to Sichuan Shudao Rail Transit Group Co., Ltd., and plans to sell Chengdu Xinzhu Transportation Technology Co., Ltd. to Sichuan Road and Bridge Construction Group Co., Ltd. 100% equity and other assets and liabilities related to the bridge functional parts business; at the same time, Xinzhu Co., Ltd. plans to issue shares to Shudao Investment Group Co., Ltd. (hereinafter referred to as "Shudao Group") and pay cash to purchase 60% equity of Sichuan Shudao Clean Energy Group Co., Ltd. (hereinafter referred to as "Shudao Clean Energy") and raise supporting funds (hereinafter referred to as the "transaction").
On September 23, 2026, the listed company held the 51st meeting of the eighth board of directors, and reviewed and approved the "Proposal on the Adjustment of the Transaction Plan Doing Not Constitute a Major Adjustment" and other relevant proposals, and adjusted the transaction plan. CITIC Securities Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor"), as the independent financial advisor for this reorganization of the listed company, has verified the adjustments to the listed company's transaction plan and issued the following verification opinions.
1. Adjustments to this transaction plan
The specific details of this transaction plan adjustment are as follows:
Adjustment matters Before adjustment After adjustment
In this transaction, all properties other than investment properties were evaluated and priced using the income method.
Adjust the arrangement for performance implementation merger commitments to
7 assets other than real estate will be implemented based on the performance of these assets
Performance commitments: The 7 performance commitment assets are separately combined into performance commitment commitments, that is, based on the current total of the 7 performance commitment assets
And separately calculate whether the performance compensation arrangement is triggered. The net profit realized is calculated whether the performance compensation arrangement is triggered.
2. This adjustment to the trading plan does not constitute a major adjustment
(1) Criteria for major adjustments
In accordance with the provisions of laws, regulations and normative documents such as the "Administrative Measures for Major Asset Reorganization of Listed Companies" and "Opinions on the Application of Articles 29 and 45 of the Measures for the Administration of Major Asset Reorganization of Listed Companies - Opinion No. 15 on the Application of Securities and Futures Laws", the applicable opinions on the determination of major adjustments to the reorganization plan are as follows:
"1. Paragraph 1 of Article 29 of the "Reorganization Measures" stipulates: 'After the shareholders' meeting makes a resolution on major asset reorganization, if the listed company intends to make changes to the transaction objects, transaction objects, transaction prices, etc., which constitute a major adjustment to the original transaction plan, it shall be resubmitted to the shareholders' meeting for review after the board of directors votes and approves, and relevant documents shall be announced in a timely manner." The applicable opinions on the identification of major adjustments to the reorganization plan in this provision are hereby put forward as follows:
(1) Any proposed change to the transaction object shall, in principle, be deemed to constitute a major adjustment to the reorganization plan. However, in the following two circumstances, it may be deemed not to constitute a major adjustment to the reorganization plan:
If it is planned to reduce the number of transaction objects, if the parties to the transaction agree to exclude the transaction object and the share of the underlying assets held by it from the restructuring plan, and the elimination of the relevant underlying assets does not constitute a major adjustment to the restructuring plan in accordance with the following provisions on changes in transaction objects;
If it is planned to adjust the shares of the underlying assets held by the transaction partners, if the parties to the transaction agree to transfer the shares of the underlying assets between the transaction partners, and the transferred share shall not exceed 20% of the transaction price.
(2) Any proposed changes to the underlying assets shall, in principle, be deemed to constitute a major adjustment to the reorganization plan. However, if the following conditions are met at the same time, it may be deemed not to constitute a major adjustment to the reorganization plan.
The transaction price, total assets, net assets and operating income of the transaction target to be increased or reduced shall not exceed 20% of the total corresponding indicators of the original target assets;
Changing the subject assets will not have a substantial impact on the production and operation of the transaction subject, including not affecting the subject assets and business integrity.
(3) The addition or adjustment of supporting raised funds shall be deemed to constitute a major adjustment to the restructuring plan. The reduction or cancellation of matching raised funds does not constitute a major adjustment to the restructuring plan. The meeting of the stock exchange's M&A and Reorganization Committee may provide review opinions that the transaction complies with the restructuring conditions and information disclosure requirements, but requires the applicant to reduce or cancel the supporting funds raised. "
(2) This adjustment to the transaction plan does not constitute a major adjustment
This adjustment to the transaction plan does not involve changes in transaction objects or underlying assets, nor does it involve new or increased supporting funds raised. This adjustment to the transaction plan does not constitute a major adjustment to the restructuring plan.
This adjustment to the transaction plan is mainly due to the fact that in order to fully protect the interests of listed companies and the legitimate rights and interests of small and medium-sized shareholders, performance commitments will be set separately for related assets evaluated and priced using the income method.
In summary, according to the "Administrative Measures for Major Asset Reorganization of Listed Companies" and "Administrative Measures for Major Asset Reorganization of Listed Companies"
According to the relevant provisions of the Opinions on the Application of Articles 29 and 45 - Opinions on the Application of Securities and Futures Law No. 15, this adjustment to the trading plan does not constitute a major adjustment.
3. Decision-making process for the adjustment and implementation of this plan
On September 23, 2026, the listed company held the 51st meeting of the eighth board of directors, and reviewed and approved the "Proposal on the Adjustment of the Transaction Plan Doing Not Constitute a Major Adjustment" and other relevant proposals, and adjusted the transaction plan. The independent directors of the listed company reviewed the relevant proposals before the special meeting, agreed with the contents of the proposals and submitted them to the board of directors for review.
4. Verification opinions of independent financial advisor
After verification, the independent financial consultant believes that: in accordance with the "Administrative Measures for Major Asset Reorganization of Listed Companies" and "Opinions on the Application of Articles 29 and 45 of the Administrative Measures for Major Asset Reorganization of Listed Companies - Opinion No. 15 on the Application of Securities and Futures Laws", this adjustment to the transaction plan does not constitute a major adjustment.
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(This page has no text, but is the signature page of "CITIC Securities Co., Ltd.’s independent financial advisor’s verification opinion that the adjustment of the transaction plan of Chengdu Xinzhu Road and Bridge Machinery Co., Ltd. does not constitute a major adjustment")
Legal representative:
Zhang Youjun
CITIC Securities Co., Ltd.
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Kernel person in charge:
Qiu Zhiqian
CITIC Securities Co., Ltd.
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Department head:
Ye Jianzhong
CITIC Securities Co., Ltd.
Year, Month, Day (This page has no text, but is the signature page of "CITIC Securities Co., Ltd.’s Verification Opinion of the Independent Financial Advisor on the Adjustment of the Transaction Plan of Chengdu Xinzhu Road and Bridge Machinery Co., Ltd. Does Not Constitute a Major Adjustment")
Financial Advisor Sponsor:
Guo Hao Zhou Hao
Wang Xuantong Yang Chenghao
Wu Yuefeng
Financial Consultant Co-organizer:
He Dingsong Li Longyu
CITIC Securities Co., Ltd.
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