China International Capital Corporation Limited

About Shanghai Yirui Optoelectronics Technology Co., Ltd

Verification opinions on the capital increase and related party transactions of the holding subsidiary

China International Capital Corporation Limited (hereinafter referred to as "CICC", "Sponsor"), as the continuous supervision and sponsor of Shanghai Yirui Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Yirui Technology" or the "Company"), in accordance with the provisions of relevant laws, regulations and normative documents such as 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 Shanghai Stock Exchange No. 5 - Transactions and Related Party Transactions. The company has verified the matters concerning the capital increase and related party transactions of the holding subsidiary, and the details are as follows:

1. Overview of the capital increase and related party transactions

In order to meet the company's future strategic development needs, the company intends to increase the capital of its holding subsidiary Yirui Power, the company contributed 40 million yuan in cash, subscribed to the new registered capital of Yirui Power of 5,151,238 yuan, after the completion of the capital increase, the company's equity ratio of Yirui Power increased from 50.2002% to 61.2668%, and the source of funds is its own funds.

Tianjin Borui Weichen Science and Technology Development Partnership (Limited Partnership) (hereinafter referred to as "Tianjin Borui Weichen") holds the registered capital of 5.73 million yuan of Yirui Power, accounting for 31.7815% of the total registered capital of Yirui Power before the capital increase. In view of the fact that Mr. Zhao Dong, the deputy general manager of the company, serves as the appointed representative of the executive partner of Tianjin Borui Weichen and indirectly holds 69.20% of the property share of Tianjin Borui Weichen, according to the relevant provisions of the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", the company and Tianjin Borui Weichen constitute an affiliated relationship, and this transaction constitutes a related party transaction, but does not constitute a major asset restructuring as stipulated in the "Measures for the Administration of Material Asset Restructuring of Listed Companies".

According to the Articles of Association, the capital increase and related party transaction do not need to be submitted to the general meeting of shareholders of the company for deliberation.

As of the occurrence of this related party transaction, except for the matters approved by the general meeting of shareholders of the company, the company has not had any related party transactions related to the same related person or the type of transaction target between different related parties in the past 12 months of more than 30 million yuan, and accounting for more than 1% of the total assets or market value of the listed company in the latest audited period.

2. Basic information of related parties

Name of related party: Tianjin Borui Weichen Science and Technology Development Partnership (Limited Partnership)

The capital contribution is 2,933,481 yuan

Executive Partnership Xinrui Yongkun (Shanghai) Science and Technology Development Partnership (Limited Partnership) (Appointed Representative: Zhao Dong)

person

Type of business: Limited partnership

Date of establishment September 18, 2016

Registered address: Room 110, Building 9, No. 2, Hongwang Road, Beijing-Tianjin E-commerce Industrial Park, Wuqing District, Tianjin

Business Scope Technical promotion services, mechanical and electrical product design. (Projects subject to approval in accordance with the law can only be opened after approval by relevant departments.)

business activities)

Major shareholders Chenli (Shanghai) Science and Technology Development Partnership (Limited Partnership), Xinrui Yongkun (Shanghai) Science and Technology Development Partnership

Ye (Limited Partnership), Yang Xiangmin, Sun Min

Key Financial Data As of December 31, 2023, Tianjin Borui Weichen's unaudited total assets were 3.102 million yuan, net assets

3.051 million yuan, operating income of 0.00 million yuan and net profit of 0.00 million yuan in 2023

Zhao Dong, deputy general manager of the company, was appointed as the executive partner of Tianjin Borui Weichen (a minority shareholder of Yirui Power).

Affiliation Represents and indirectly holds 69.20% of the property share of Tianjin Borui Weichen, according to the "Science and Technology Innovation Board of the Shanghai Stock Exchange

Stock Listing Rules" and other relevant regulations, the company and Tianjin Borui Weichen constitute an affiliated relationship, and this transaction is constituted

Related Party Transactions

There is no other relationship between the company and Tianjin Borui Weichen in terms of property rights, business, assets, creditor's rights and debts, personnel and other aspects other than the above-mentioned related party transactions.

3. Basic information on the subject matter of related party transactions

(1) Type of transaction

The capital increase of Yirui Power constitutes a related party transaction jointly invested with related parties.

(2) The basic information of the target company

Name of related party: Yirui Power Technology (Shanghai) Co., Ltd

The registered capital is 18,029,334 yuan

Legal representative: Zhao Dong

Type of business: Limited liability company

Establishment date September 20, 2023

Registered address: 3rd Floor, Building 1, No. 400, Fangchun Road, China (Shanghai) Pilot Free Trade Zone

Business Scope General projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion;

professional design services; technology import and export; import and export of goods; import and export agency; Class I medical device sales;

Class II medical device sales; sales of machinery and equipment; retail of computer hardware and software and auxiliary equipment; Machinery and equipment

R&D; sales of electronic products; sales of testing machines; sales of special electronic materials; research and development of special electronic materials; machine

sales of mechanical and electrical equipment; Sales of electronic components and electromechanical components. (Except for projects subject to approval in accordance with the law,

Carry out business activities independently with a business license in accordance with the law)

(3) The financial situation of the target company in the most recent year and period

Unit: 10,000 yuan

Item: September 30, 2024 / January - September 2024 December 31, 2023 / 2023

Total assets 14,169.87 440.00

Total liabilities 12,122.47 0.00

Net assets 2,047.41 440.00

Operating income 2,892.38 0.00

Net profit -2,347.88 0.00

After deducting non-recurring gains and losses, -2,361.87 0.00

net profit

Note: Data for December 31, 2023/2023 has been audited, and data for September 30, 2024/January-September 2024 has not been reviewed

Plan.

(4) The equity structure table before and after the capital increase

Unit: 10,000 yuan

Before this capital increase After this capital increase

Name of shareholder

Capital contribution (10,000 yuan) Shareholding ratio Capital contribution (10,000 yuan) Shareholding ratio

Shanghai Yirui Optoelectronics Technology Co., Ltd. 905.0756 50.2002% 1,420.1994 61.2668%

Limited to companies

Tianjin Borui Weichen Technology Development Partnership 573.0000 31.7815% 573.0000 24.7190%

Enterprise (Limited Partnership)

Danli Technology Development (Tianjin) Partnership 324.8578 18.0183% 324.8578 14.0142%

Enterprise (Limited Partnership)

Total 1,802.9334 100.0000% 2,318.0572 100.0000%

Note: The specific changes are subject to the final industrial and commercial registration results.

4. Pricing policy and pricing basis for related party transactions

(1) Pricing principles, methods and basis

According to the "Asset Appraisal Report on the Value of All Shareholders' Equity of Yirui Power Technology (Shanghai) Co., Ltd. Involved in the Proposed Capital Increase of Shanghai Yirui Optoelectronics Technology Co., Ltd." issued by Shanghai Jiace Asset Appraisal Co., Ltd

(2024) No. 0420), as of October 31, 2024, as of October 31, 2024,

The value of all shareholders' equity after the income method is 14,000.00 yuan, and the value of all shareholders' equity after the market method is appraised

The value is 18,000.00 yuan, and the difference between the two methods is 40 million yuan, and the difference rate is 28.57%. Based on the evaluation of this project

After comprehensive analysis, the appraiser determined that the valuation results using the income method can more objectively, rigorously and reasonably reflect the market value of all shareholders' equity of the assessee on the appraisal base date, that is, the value of all shareholders' equity of Yirui Power on the appraisal base date is RMB 14,000.00.

The appraisal agency for this transaction, Shanghai Gace Asset Appraisal Co., Ltd., complies with the provisions of the Securities Law.

(2) Analysis of the fairness and reasonableness of pricing

The transaction price is based on the above assessment, and the company is determined by full negotiation between the two parties to the transaction, and the company contributes capital in cash

40,000,000 yuan, subscribed to the new registered capital of Yirui Power of 5,151,238 yuan, of which 5,151,238 yuan was included

The registered capital of Yirui Power is 34,848,762 yuan, which is included in the capital reserve of Yirui Power. After the completion of this capital increase, the company's shareholding in Yirui Power increased from 50.2002% to 61.2668%.

The capital increase and related party transaction follows the principle of fair and impartial pricing, and there is no behavior that harms the interests of the company's minority shareholders, which is in line with the interests of all shareholders of the company.

5. The main content of the related party transaction agreement

(1) The amount of investment

The registered capital of the target company increased from 18,029,334 yuan to 23,180,572 yuan, and the registered capital increased

5,151,238 yuan was subscribed by Yirui Technology in cash, accounting for 22.22% of the registered capital of the target company after the capital increase.

According to the negotiation of all parties, Yirui Technology subscribed to the new registered capital of 5,151,238 yuan of the target company at a price of 40 million yuan; The aforesaid capital increase is subscribed by Party A with its own legally owned funds.

(2) Payment of capital increase

Yirui Technology shall pay the capital increase within 10 working days before the expiration of the capital contribution period and the date of written confirmation by all parties.

Within 10 days from the date when the target company receives all the capital increase paid by Yirui Technology, the target company shall entrust a qualified accounting firm to verify the capital of the investment and issue a capital verification report, and the capital verification fee shall be borne by the target company.

(3) Equity acquisition

Yirui Technology shall pay the subscribed capital increase in accordance with this agreement and complete the change registration procedures with the relevant government authorities, and obtain the corresponding new equity.

(4) Liability for breach of contract

In the event of any breach of this Agreement, the non-breaching party shall have the right to demand compensation from the breaching party, and the breaching party shall indemnify the breaching party for any losses, damages, liabilities, costs or expenses incurred by the non-breaching party as a result of such damages, including but not limited to reasonable litigation/arbitration costs and attorneys' fees.

(5) Governing Law and Dispute Resolution

The establishment, validity, interpretation and performance of this Agreement, as well as disputes arising under this Agreement, shall be governed by the laws of the People's Republic of China, which are publicly promulgated.

Any dispute arising out of this Agreement between the parties to this Agreement shall first be settled through friendly negotiation, and if the negotiation fails, either party may submit the dispute to the China International Economic and Trade Arbitration Commission Shanghai Sub-Commission for arbitration in accordance with the arbitration rules currently in force at the time of application for arbitration, and the arbitration shall be held in Shanghai. The arbitral award shall be final and binding on all parties.

(6) Confidentiality clauses

The contents of this Agreement (including all terms and conditions and any related documents) and the information of other parties that come to the knowledge of each party in connection with the conclusion and performance of this Agreement are confidential information and shall not be disclosed to any third party except with the written consent of the other parties to the Agreement.

6. Other arrangements involving related party transactions

The capital increase and related party transaction to the holding subsidiary does not involve matters such as personnel placement, peer competition and land leasing, nor does it affect the independence of the company.

7. The purpose of the transaction and the impact on the listed company

This growth is conducive to promoting the development of the company's digital X-ray imaging core component industry chain, optimizing and improving the vertical integration of the supply chain, promoting underlying technological innovation, consolidating and enhancing the company's core competitiveness, and meeting the company's future strategic development needs.

The source of funds for this capital increase is the company's own funds, and the amount of capital increase will not have a material adverse impact on the company's future financial position and operating results. The capital increase is in line with the company's current strategic planning and business development needs, and follows the principles of voluntariness, fairness and reasonableness, and consensus, and there is no harm to the interests of the company and shareholders. After the completion of this capital increase, Yirui Power is still a holding subsidiary within the scope of the consolidated statements.

The capital increase and related party transaction to the holding subsidiary does not involve matters such as personnel placement, peer competition and land leasing, nor does it affect the independence of the company.

8. Procedures for the performance of related party transactions and related opinions

(1) Procedures for the review of performance

The related party transaction has been deliberated and approved by the special meeting of the independent directors of the company, and has been deliberated and approved by the 11th meeting of the third board of directors and the 10th meeting of the third board of supervisors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.

(2) Deliberation opinions of the special meeting of independent directors

The price of this related party transaction is priced at a fair price, in accordance with market rules, and in accordance with the principles of openness, fairness and impartiality, in accordance with the provisions of laws, regulations and normative documents 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.

(3) The deliberation opinions of the board of supervisors

After review, the board of supervisors believes that the company's capital increase to the holding subsidiary and related party transactions are in line with the company's production and operation and business development needs, the decision-making procedures of related party transactions are in line with laws and regulations and the relevant provisions of the articles of association, the transaction price is fair and reasonable, and there is no harm to the interests of the company and other shareholders, especially small and medium-sized shareholders.

9. Verification opinions of the sponsor institution

After verification, the sponsor believes that the company's capital increase to the holding subsidiary and related party transactions have been deliberated and approved by the company's board of directors, board of supervisors and independent directors special committee, and the company's capital increase does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders.

In summary, the sponsor has no objection to the company's capital increase to the holding subsidiary and related party transactions.

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(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of China International Capital Corporation Limited on the Capital Increase and Related Party Transaction of Shanghai Yirui Optoelectronics Technology Co., Ltd. on Holding Subsidiaries")

Sponsor Representative:

Bian Ren Feng marched

China International Capital Corporation Limited

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