China Merchants Securities Co., Ltd

About Zhuhai Guanyu Battery Co., Ltd

Verification opinions on capital increase and related party transactions of holding subsidiaries

China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities" or the "Sponsor"), as the sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board and the issuance of convertible corporate bonds to unspecified targets by Zhuhai Guanyu Battery Co., Ltd. (hereinafter referred to as "Zhuhai Guanyu" or the "Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operationand other relevant provisions, the relevant matters of the capital increase and related party transactions of the subsidiary of Zhuhai Guanyu Holdings have been prudently verified, and the verification situation and verification opinions are as follows:

1. Overview of the capital increase and related party transactions

(1) The main content of the capital increase

In order to enhance the holding subsidiary Zhejiang Guanyu Battery Co., Ltd. (hereinafter referred to as "Zhejiang Guanyu") to continue to operate

operating and developing the ability to replenish its liquidity, the company on December 8, 2024, December 2024, respectively

On the 13th, the third meeting of the second special meeting of independent directors and the twenty-fourth meeting of the second board of directors of the company were held to deliberate and pass the "Proposal on Capital Increase and Related Party Transactions of Holding Subsidiaries", and agreed that the company and the current round of investors (including its designated investment entities) will increase the capital of Zhejiang Guanyu at a pre-investment valuation of 3075.3 million yuan. Among them, Zhuhai Guanyu plans to increase its capital by 20,000,000 yuan, Haiyan Yunhao Zhenxuan Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Haiyan Yunhao") plans to increase its capital by 50,000,000 yuan, and Jiaxing Yunbai Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Yunbai Fund") plans to increase its capital by 25,000,000 yuan (Zhuhai Guanming Investment Co., Ltd., a wholly-owned subsidiary of the company, subscribed and contributed 50.40 million yuan as a limited partner of Yunbai Fund, of which it invested in Zhejiang Guanyu). 50000000000 yuan), Hangzhou Haoyue Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Hangzhou Haoyue") plans to increase its capital by 2000000000000 yuan, and other investors plan to increase its capital by 200000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 Other shareholders with pre-emptive rights have confirmed that they have waived their pre-emptive rights to subscribe for this capital increase. After the completion of the capital increase, Zhejiang Guanyu is still a holding subsidiary of the company, which will not affect the scope of the company's consolidated statements.

The board of directors agreed and proposed to the general meeting of shareholders to authorize the management to handle the follow-up matters of this capital increase, including but not limited to confirming the actual amount of capital increase of the current round of investors within the scope of authority, and confirming the specific content of the agreement

Subsequent signing of agreements and other matters.

(2) Explanation of related party transactions

Zhuhai Guanqi Investment Partnership (Limited Partnership) (hereinafter referred to as "Zhuhai Guanqi"), a minority shareholder of Zhejiang Guanyu, is represented by Mr. Xu Yanming, the actual controller, chairman and general manager of the Company, as the executive partner, and Mr. Fu Xiaohu, Mr. Niu Yuhong, Mr. Lin Wende, the directors of the Company, and Mr. Liu Zongkun, the senior management of the Company, are the limited partners of Zhuhai Guanqi, and Zhuhai Guanqi is a related party of the Company; Anqing Huijia Taisheng Venture Capital Fund Partnership (Limited Partnership) (hereinafter referred to as "Anqing Huijia") and the executive partners of Anyi Zheyin Huijia Investment Management Partnership (Limited Partnership), a shareholder of more than 5% of the company, are both Beijing Oriental Huijia Fund Management Co., Ltd., and Anqing Huijia is a related party of the company; Hangzhou Haoai Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Hangzhou Haoai") and Hangzhou Haoyue, the investor in this round, are both represented by Mr. Li Zhenhua, the director of the company, as the executive partner, and Hangzhou Haoai and Hangzhou Haoyue are related parties of the company. The capital increase constitutes a related party transaction, but does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

Up to this connected transaction, in the past 12 months, the company's related party transactions with the same related person, and related party transactions related to the types of transaction targets between different related parties have reached more than 1% of the company's latest audited total assets or market value, according to the provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the "Articles of Association", the capital increase needs to be submitted to the company's general meeting of shareholders for deliberation.

(3) Basic information of related parties

1. Zhuhai Guanqi

Company Name: Zhuhai Guanqi Investment Partnership (Limited Partnership)

Type of business: Limited partnership

Managing Partner Xu Yanming

Date of Establishment October 10, 2022

CNY 150 million will be invested in the company

Residence: 2nd Floor, No. 12, Santang Village, Hengqin, Zhuhai City

Business Scope General Projects: Engage in investment activities with its own funds. (Except for projects subject to approval in accordance with the law.)

business license to independently carry out business activities in accordance with the law).

Main partners Xu Yanming, Fu Xiaohu, Li Junyi, Lin Wende, Niu Yuhong and other 10 people

No other actual business activities have been carried out at this time, so there are no major financial data for the time being.

2. Anqing Huijia

Company Name: Anqing Huijia Taisheng Venture Capital Fund Partnership (Limited Partnership)

Type of business: Limited partnership

Managing Partner Beijing Oriental Huijia Fund Management Co., Ltd

Establishment date May 16, 2023

CNY 51.1 million will be invested in the project

Residence: No. 17, Zhenghe Road, Gaohe Town, Huaining County, Anqing City, Anhui Province

General projects: investment activities with own funds; Engaged in equity investment and investment with private equity funds

Business Scope Asset management, asset management and other activities (must be registered with the Asset Management Association of China.)

(In addition to licensed business, you can independently operate laws and regulations in accordance with the law

items that are not prohibited or restricted).

Main Partners: Zibo Huijia Huida Equity Investment Fund Partnership (Limited Partnership), Huaining County Transportation Construction

Development Co., Ltd., Beijing Oriental Huijia Fund Management Co., Ltd

No other actual business activities have been carried out at this time, so there are no major financial data for the time being.

3. Hangzhou Haoai

Company Name: Hangzhou Haoai Equity Investment Partnership (Limited Partnership)

Type of business: Limited partnership

Managing Partner: Zhuhai Junhan Private Equity Fund Management Co., Ltd

Date of establishment November 16, 2022

Residence: 143 workers, Building 3, Huanggongwang Road, Huanggongwang Financial Town, Dongzhou Street, Fuyang District, Hangzhou City, Zhejiang Province

bit

The capital contribution is RMB 20,001,000

General projects: equity investment; Engaged in equity investment, investment management and asset management with private equity funds

Business scope and other activities (can only be engaged in after completing the registration and filing with the Asset Management Association of China.)

(Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law

moving).

Main partners: Shenzhen Yuefeng Investment Consulting Co., Ltd., Zhuhai Junhan Private Equity Fund Management Co., Ltd

No other actual business activities have been carried out at this time, so there are no major financial data for the time being.

For the basic situation of Hangzhou Haoyue, please refer to "II. Basic Information of the Investors of the Capital Increase" in this verification opinion. 2. The basic information of the investors in this capital increase

(1) Haiyan Yunhao

Company Name: Haiyan Yunhao Zhenxuan Equity Investment Partnership (Limited Partnership)

Type of business: Limited partnership

Managing Partner, Zhuhai Tongpei Equity Investment Management Partnership (Limited Partnership)

Date of Establishment November 15, 2021

Address: Wanghai Business Center, No. 1628, Chang'an North Road, Wanghai Street, Haiyan County, Jiaxing City, Zhejiang Province 801-

Room 802

The amount of capital contributed was CNY 210,700.1 million

General projects: equity investment; Private equity investment fund management, venture capital fund management services

Business scope (must be registered with the Asset Management Association of China before engaging in business activities.)

(Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law.)

moving).

Main partners: Haiyan County State-owned Capital Investment Co., Ltd., Zhuhai Weidi Investment Co., Ltd., etc

Whether it is a judgment defaulter No

Main financial data (As of December 31, 2023, the total assets are 1741.4453 million yuan and the net assets are 171,067.60

After audit) 10,000 yuan, the operating income in 2023 will be 16.7725 million yuan and the net profit will be 83.4493 million yuan.

(2) Yunbai Fund

Company Name: Jiaxing Yunbai Equity Investment Partnership (Limited Partnership)

Type of business: Limited partnership

Managing Partner, Zhuhai Tongpei Equity Investment Management Partnership (Limited Partnership)

Date of establishment November 4, 2024

Residence: Room 512, Building 9, No. 1888, Baixing Road, Baibu Town, Haiyan County, Jiaxing City, Zhejiang Province

The company invested CNY 252.001 million

General projects: private equity funds engaged in equity investment, investment management, asset management and other activities

Business Scope (Business activities can only be engaged after the completion of registration and filing with the Asset Management Association of China.)

moving); Venture capital (limited to investment in unlisted enterprises) (except for projects subject to approval in accordance with the law

business license to independently carry out business activities in accordance with the law).

Zhuhai Tongpei Equity Investment Management Partnership (Limited Partnership), Haiyan County State-owned Capital Investment

Main partners Co., Ltd., Zhejiang Baibu Economic Development Zone Investment Co., Ltd., Zhuhai Guanming Investment Co., Ltd

manage

Whether it is a judgment defaulter No

Due to the relatively short period of establishment, no actual business activities have been carried out for the time being, so there are no major financial data for the time being.

(3) Hangzhou Haoyue

Company Name: Hangzhou Haoyue Equity Investment Partnership (Limited Partnership)

Type of business: Limited partnership

Managing Partner: Zhuhai Junhan Private Equity Fund Management Co., Ltd

Date of establishment September 16, 2021

Address: 979 Workstation, No. 3, Gongwang Road, Huanggongwang Village, Dongzhou Street, Fuyang District, Hangzhou, Zhejiang Province

The capital contribution is 1.001 million yuan

Business Scope General Projects: Equity Investment (Except for projects subject to approval in accordance with the law, with a business license in accordance with the law.)

main business activities).

Main partners Zhuhai Junhao Investment Management Co., Ltd., Zhuhai Junhan Private Equity Fund Management Co., Ltd

Whether it is a judgment defaulter No

No actual business activities have been carried out at this time, so there are no major financial data for the time being.

Note: Zhejiang Huayou Cobalt Co., Ltd. intends to subscribe to Hangzhou Haoyue as a limited partner, and has signed relevant agreements and is in the process of going through relevant registration. The capital contribution of Hangzhou Haoyue after the change is planned to be 203.001 million yuan.

(4) Other investors

The other investors are mainly investors who have reached a preliminary investment intention with Zhejiang Guanyu, and the final decision-making process is to be completed. The other investors are not affiliated with the company and are not judgment defaulters.

The parties involved in this transaction are tentative information, and there is still uncertainty about the specific situation of the capital increase entity, which is subject to the signing of the agreement and the approval of the Market Supervision and Administration Bureau.

Third, the basic situation of the target of this capital increase

(1) The basic information of the subject matter of the capital increase

Before this capital increase, the basic information of Zhejiang Guanyu is as follows:

Company name: Zhejiang Guanyu Battery Co., Ltd

Type of business: Other limited liability company

Legal representative: Liu Jianming

Founded: March 29, 2021

The registered capital is 176,708.04 million yuan

Residence: Room 105, Building 9, No. 1888, Baixing Road, Baibu Town, Haiyan County, Jiaxing City, Zhejiang Province

General items: battery manufacturing; battery sales; research and development of new material technology; Engineering and technical studies

and experimental development; research and development of special electronic materials; sales of special electronic materials; Electronic components with

Business Scope: Mechanical and electrical components and equipment manufacturing; Sales of electronic components and electromechanical components and equipment (except for approval in accordance with the law.)

In addition to the quasi-project, independently carry out business activities with a business license in accordance with the law). Permitted items: Goods

Import and export (projects subject to approval in accordance with the law can only be carried out after approval by relevant departments.)

specific business projects are subject to the approval results).

Major shareholder The company holds 73.69% of the equity of Zhejiang Guanyu.

Project January-September 2024/30/09/2024 2023/12/31

Main Total assets 446,804.89 463,111.79

Finance

Indicators Total liabilities 363,756.49 339,718.00

( 10,000 thousand

Yuan; Net assets 83,048.39 123,393.79

Consolidated operating income 64,154.91 66,028.81

Diameter)

Net profit -41,006.00 -62,817.52

Note: The above financial data has been audited by Grant Thornton Certified Public Accountants (Special General Partnership).

(B) a description of the ownership status

The property rights of Zhejiang Guanyu, the target company of this transaction, are clear, there is no mortgage, pledge and any other restrictions on transfer, and there is no litigation or arbitration that hinders the transfer of ownership, or judicial measures such as seizure and freezing, and there is no obstruction of the transfer of ownership.

(3) The equity structure before and after the capital increase

Unit: RMB 10,000 yuan

Before the capital increase This capital increase After the capital increase

Name of shareholder Shareholding Ratio Included in Capital Shareholding

Registered capital example (%) capital increase price Registered capital Capital reserve Registered capital ratio

Amount (%)

Zhuhai Guanyu 130,222.95 73.69 20,000.00 11,492.084 8,507.91 141,715.03 62.04

7 53 47

Zhuhai Guanqi 9,926.54 5.62 - - - 9,926.5400 4.35

Zhuhai Guanli

Investment partnership 4,278.34 2.42 - - - 4,278.3400 1.87

Enterprise (Yes

Partnership Only)

Zhuhai Guanxu

Investment partnership 3,813.12 2.16 - - - 3,813.1200 1.67

Enterprise (Yes

Partnership Only)

Zhuhai Guantai

Investment partnership 1,675.60 0.95 - - - 1,675.6000 0.73

Enterprise (Yes

Partnership Only)

Before the capital increase This capital increase After the capital increase

Name of shareholder Shareholding Ratio Included in Capital Shareholding

Registered capital example (%) capital increase price Registered capital Capital reserve Registered capital ratio

Amount (%)

Zhuhai Chaoyu

Investment partnership 629.34 0.36 - - - 629.3400 0.28

Enterprise (Yes

Partnership Only)

Zhuhai Chaoyu

No. 2 Investment

Partnership 1,149.23 0.65 - - - 1,149.2300 0.50

(Limited Cooperation.)

Gang)

Zhuhai Guanli

No. 2 Investment

Partnership 574.61 0.33 - - - 574.6100 0.25

(Limited Cooperation.)

Gang)

Haiyan Yunhao 8,619.20 4.88 5,000.00 2,873.0212 2,126.97 11,492.221 5.03

88 2

Hangzhou Yunming

Equity investment

Partnership 1,511.23 0.86 - - - 1,511.2300 0.66

(Limited Cooperation.)

Gang)

Hengqin, Zhuhai

Joaquin Xingxin

Science & Technology 10,343.040

Investment Funds 10,343.04 5.85 - - - 0 4.53

partnership

(Limited Cooperation.)

Gang)

Anqing Huijia 2,873.07 1.63 - - - 2,873.0700 1.26

Hangzhou Haoai 1,091.77 0.62 - - - 1,091.7700 0.48

Yunbai Fund - - 25,000.00 14,365.105 10,634.8 14,365.105 6.29

8 942 8

Hangzhou Haoyue - - 20,000.00 11,492.084 8,507.91 11,492.084 5.03

7 53 7

Other investments - - 20,000.00 11,492.084 8,507.91 11,492.084 5.03

Square 7 53 7

Total 176,708.04 100.00 90,000.00 51,714.381 38,285.6 228,422.42 100.00

1 189 11

Note 1: If there is a mantissa discrepancy between the total of the proportions and the sum of the sub-items, it is due to rounding.

Note 2: The above capital increase is tentative information, and is subject to the signing of the agreement and the approval of the Market Supervision and Administration Bureau.

After the completion of the capital increase, Zhejiang Guanyu is still a holding subsidiary of the company, which will not affect the scope of the company's consolidated statements.

(4) Capital increase in the last 12 months

Zhejiang Guanyu has not had any asset appraisal, capital increase, capital reduction or restructuring in the last 12 months.

Fourth, the pricing of this capital increase

Based on the recognition of the overall value and future development prospects of Zhejiang Guanyu, referring to the price of Zhejiang Guanyu's last round of capital increase, and after full friendly negotiation by all parties, the current round of capital increase intends to increase the capital of Zhejiang Guanyu according to the pre-investment valuation of 3075.3 million yuan. The transaction price is objective, fair and reasonable, in line with relevant regulations, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders.

5. The main content of the capital increase agreement to be signed

As of the date of disclosure of this verification opinion, the parties are in the process of internal decision-making, and the capital increase agreement has not yet been signed. The content of the agreement is subject to final signing.

(1) The subject of the agreement

Zhejiang Guanyu;

Existing shareholders: Zhuhai Guanyu, Zhuhai Guanqi, Zhuhai Guanli Investment Partnership (Limited Partnership), Zhuhai Guanxu Investment Partnership (Limited Partnership), Zhuhai Guantai Investment Partnership (Limited Partnership), Zhuhai Chaoyu Investment Partnership (Limited Partnership), Zhuhai Chaoyu No. 2 Investment Partnership (Limited Partnership), Zhuhai Guanli No. 2 Investment Partnership (Limited Partnership), Haiyan Yunhao, Hangzhou Yunming Equity Investment Partnership (Limited Partnership), Zhuhai Hengqin Huajin Xingxin Technology Industry Investment Fund Partnership (Limited Partnership), Anqing Huijia, Hangzhou Haoai;

Investors in this round: Haiyan Yunhao, Yunbai Fund, Hangzhou Haoyue, and other investors, hereinafter collectively referred to as the "Investors".

Each of the above parties is hereinafter referred to as "one party" and collectively referred to as the "parties", and the investors of this round and Zhuhai Guanyu are collectively referred to as the "parties of this round of capital increase".

(2) The main content of the capital increase agreement

1. Capital increase plan

The parties agreed that the overall pre-investment valuation of the company's capital increase was determined to be 3075.3 million yuan (hereinafter referred to as the "pre-investment valuation of the capital increase"), and the company intends to raise funds in accordance with the pre-investment valuation of the capital increase, with a total financing of no more than 90,000 yuan, and a total of 517,143,811 yuan of the company's new registered capital of the company.

2. Capital increase method

Each party contributes in the form of monetary funds.

3. Liability for breach of contract and liability

A party's failure to perform its obligations, undertakings under this Agreement or any transaction document, or if any representation or warranty it makes or warranties under this Agreement or any transaction document is untrue or inaccurate, constitutes a breach of this Agreement (such party is the "Breaching Party"). In the event of a breach of this Agreement or other transaction documents, the breaching party shall be liable for the direct losses of the non-breaching party arising from its breach.

4. Effectiveness of the Agreement

The capital increase agreement shall be signed by the legal representative/executive partner or authorized representative of each party and stamped with the official seal, and shall take effect on the date of deliberation and approval of the general meeting of shareholders of Zhuhai Guanyu.

6. The necessity of the capital increase and related party transactions and the impact on the listed company

The main purpose of this capital increase and related party transaction is to enhance Zhejiang Guanyu's ability to continue to operate and develop, supplement its working capital, and promote the rapid development of Zhejiang Guanyu. This capital increase is in line with the company's development strategy and long-term planning.

After the completion of the capital increase, Zhejiang Guanyu is still a holding subsidiary of the company, which will not affect the scope of the company's consolidated statements, will not have a significant impact on the company's financial status and sustained profitability, and does not harm the interests of listed companies and shareholders.

7. Review procedures and special opinions

(1) Deliberations at the special meeting of independent directors

On December 8, 2024, the company held the third special meeting of the second session of independent directors, which was deliberated and approved

"Proposal on Capital Increase and Related Party Transactions of Holding Subsidiaries". All independent directors of the company believe that the capital increase and related party transaction of the holding subsidiary is in line with the company's long-term development strategy and can further improve the company's competitiveness, which is reasonable and necessary. The pricing of this transaction is fair and reasonable, and there is no damage to the company and its shares

The interests of the East are especially the interests of small and medium-sized shareholders. All independent directors unanimously agreed to submit the "Proposal on Capital Increase and Related Party Transactions of Holding Subsidiaries" to the Board of Directors of the Company for deliberation.

(2) Deliberations of the Board of Directors

The company held the 24th meeting of the second board of directors on December 13, 2024, which was deliberated and approved

The "Proposal on Capital Increase and Related Party Transactions of Holding Subsidiaries" was adopted, and the affiliated directors Xu Yanming, Fu Xiaohu, Niu Yuhong, Lin Wende, and Li Zhenhua abstained from voting.

This matter still needs to be submitted to the general meeting of shareholders for deliberation, and the related persons who have an interest in the related party transaction will waive the right to vote on the proposal at the general meeting of shareholders.

(3) The sponsor's verification opinions

After verification, the sponsor believes that the capital increase and related party transaction of the company's holding subsidiary has been deliberated and approved by the special meeting of the company's independent directors and the board of directors of the company, and the related directors have abstained from voting, and the related party transaction still needs to be submitted to the company's general meeting of shareholders for deliberation. The review procedures for the capital increase and related party transactions of the holding subsidiary are in accordance with the relevant provisions of laws and regulations such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation.

In summary, the sponsor has no objection to the capital increase and related party transaction of the company's holding subsidiary, which still needs to be deliberated and approved by the company's general meeting of shareholders before it can be implemented.

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(There is no text on this page, it is the stamped page of the "Verification Opinions of China Merchants Securities Co., Ltd. on the Capital Increase and Related Party Transaction of the Holding Subsidiary of Zhuhai Guanyu Battery Co., Ltd.")

Sponsor Representative:

Guan Jianhua Wang Dawei

China Merchants Securities Co., Ltd

2024-0-1/00-00-19