About China International Capital Corporation Limited

Goodway Technologies, Inc.

Verification opinion on the guarantee provided by the holding subsidiary of the distributed business.

China International Capital Corporation Limited (hereinafter referred to as "CICC" or "Sponsor") acts as the continuous supervisory body of Goodway Technologies Co., Ltd. (hereinafter referred to as "Goodway" or "Company"). In accordance with the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing", the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the "Guidelines for the Supervision of Listed Companies No. 8-Regulatory Requirements for Capital Transactions and External Guarantees of Listed Companies" and other relevant regulations, The company's holding subsidiaries have been verified for providing guarantees for distributed businesses, and the verification opinions are issued as follows:

Overview of 1. guarantees

(I) Guarantee I

In order to promote the development of distributed photovoltaic business, the company's subsidiary Suzhou Fuzu New Energy Technology Co., Ltd. (hereinafter referred to as "Fuzu New Energy") intends to cooperate with financial institutions to carry out financial leasing business. In this business, financial institutions purchase distributed photovoltaic power generation systems from Yude New Energy according to the choice of Fuzu New Energy. Fuzu New Energy leases the distributed photovoltaic power generation systems and pays rent to financial institutions. Financial institutions carry out financial leasing business with Fuzu New Energy. The guarantee amount is expected to not exceed RMB 0.03 billion yuan, subject to the signing of relevant agreements.

(II) guarantees II

Jiangsu Yude New Energy Technology Co., Ltd. (hereinafter referred to as "Yude New Energy"), a subsidiary of the company, sells distributed photovoltaic power generation systems to financial institutions, signs business cooperation agreements and deficiency compensation agreements with financial institutions, and financial institutions carry out operating leasing business with end users who meet the installation conditions of photovoltaic distributed power stations. Yude New Energy is responsible for completing the daily operation and maintenance work such as pre-marketing, construction and installation of leased goods, power generation and grid connection, and charging a certain amount of operation and maintenance service fees. By paying a certain percentage of the risk premium and providing a shortfall, Yude New Energy undertakes to safeguard the realization of the fixed rental interest under all lease contracts entered into by financial institutions with end-users under the aforementioned circumstances. The guarantee amount is expected to not exceed RMB 1 billion yuan, subject to the signing of relevant agreements.

Basic information of the 2. guarantor

(I) Guarantee I

The guarantor in case one of the above guarantees is Volt Rent New Energy.

1. Rent new energy

(1) Guarantor: Suzhou Fuzu New Energy Technology Co., Ltd.

(2) Unified social credit code: 91320505MA7JHUYU35

(3) Company type: other limited liability company

(4) Domicile: Room 1406, Floor 14, Building 3, Tiandu Commercial Plaza, 211 Changjiang Road, Suzhou High-tech Zone

(5) Legal representative: Fan Zhian

(6) Registered capital: 2 million yuan

(7) Date of Establishment: March 3, 2022

(8) Relationship with the Company: Fuzu New Energy is a wholly-owned subsidiary of the Company's holding subsidiary, Yude New Energy.

(9) Business scope: general items: research and development of emerging energy technologies; Internet data services; Internet of Things application services; technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion; engineering management services; computer system services; software development; enterprise management consulting; leasing of mechanical equipment; sales of photovoltaic equipment and components; sales of power electronic components; Network and information security software development; contract energy management; sales of special equipment for environmental protection; advertising design and agency; advertising production; marketing planning (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)

(10) The guarantor is a non-defaulting executor with good performance, and the recent key financial data are as follows:

Unit: ten thousand yuan Currency: RMB

Project 31 December 2022 31 December 2021

Total assets 12,794.82-

Net assets -321.08-

Operating income 742.45-

Net profit -521.08-

Net profit after non-recurring gains and losses -521.08-

Note: The above financial data are not audited.

(II) guarantees II

The guarantor of the above guarantee situation 2 is an end-user who meets the installation conditions of the photovoltaic distributed power station. The main contents of the 3. security agreement.

(I) Guarantee I

1. Cooperation agreement

(1) Guarantor: Yude New Energy

(2) Guaranteed by: Fu Rent New Energy;

(3) Guarantee mode: joint and several liability guarantee guarantee.

The financial institution purchases the distributed photovoltaic power generation system from Yude New Energy according to the choice of Volt New Energy, and Volt New Energy leases the distributed photovoltaic power generation system and pays rent to the financial institution.

(4) Guarantee amount and term: no more than 0.03 billion yuan, and the guarantee term shall be stipulated in the specific contract. (II) guarantees II

1, cooperation agreement, the difference to make up the agreement.

(1) Guarantor: Yude New Energy;

(2) Guaranteed: end-users who meet the installation conditions of photovoltaic distributed power stations;

(3) Guarantee mode 1: for the end-user's obligation to pay rent and other payments to the financial institution under the lease contract, assume the responsibility of security deposit guarantee; guarantee mode 2: for the end-user's obligation to pay rent and other payments to the financial institution under the lease contract, assume the responsibility of making up the difference;

(4) Guarantee amount and term: no more than 1 billion yuan, and the guarantee term shall be stipulated in the specific contract. Reasons for and Necessity of 4. Security

The National Development and Reform Commission, the Energy Administration and other departments have issued a series of relevant policies to promote the development of the photovoltaic market, and the demand for the photovoltaic market has grown rapidly. This guarantee is to meet the daily operation needs of the company's subsidiaries, is conducive to supporting its sound development, and is in line with the overall interests of the company. The credit status of the assets of the guarantee object is good, the guarantee risk is controllable, and will not adversely affect the interests of the company and all shareholders.

Accumulated amount of external guarantee and overdue amount of 5. guarantee

As of the date of disclosure of this verification opinion, the Company and its subsidiaries do not have any overdue external guarantees. The approved effective amount of external guarantees of the Company and its subsidiaries (excluding the Company's guarantees to its subsidiaries) is $3.735 billion, accounting for 222.61 of the Company's audited net assets at the end of 2021 and 100.55 of the Company's total audited assets; the Company's

and subsidiary external guarantee balances of $0.411 billion, representing 24.50 of the Company's audited net assets at the end of 2021,

11.07 of the total audited assets; the approved effective amount of the Company's guarantee to its subsidiaries is $0.28 billion, accounting for 16.69 of the Company's audited net assets at the end of 2021 and 7.54 of the Company's total audited assets; the Company's guarantee to its subsidiaries

The Company's guarantee balance is $0.122 billion, accounting for 7.28 of the Company's audited net assets at the end of 2021, accounting for the audited

3.29 percent of total assets.

6. Special Comments

(I) opinion of independent directors

The independent directors believe that the guarantee of the holding subsidiary is in line with its actual operation and overall development strategy, the guarantee risk is within a certain controllable range, and is conducive to promoting the sustainable and stable development of the existing business of the holding subsidiary, and there is no harm to the interests of the company and shareholders. At the same time, the holding company is in good operating condition and has good profitability and solvency. The relevant deliberation procedures and voting results of the company are legal and valid. In summary, all the independent directors agreed to the external guarantee of the holding subsidiary and agreed to submit it to the general meeting of shareholders for consideration.

(II) Board Opinion

The company held the tenth meeting of the third board of directors on March 23, 2023, and reviewed and approved the "About

As a result of the motion to carry out distributed business holding subsidiaries to provide guarantees, the holding subsidiaries to carry out distributed business to increase the amount of external guarantees to meet the daily operation and business development needs of their subsidiaries, to ensure the smooth development of the company's business. The assets of the guaranteed object are in good credit condition, have the ability to repay the debt, and the guarantee risk is generally controllable. This guarantee is in compliance with relevant laws, regulations, regulatory documents and the Articles of Association of the Company.

The order is legal and compliant, and there is no harm to the interests of the Company and its shareholders, especially the small and medium shareholders. In summary, the board of directors agreed to the company's external guarantee matters.

Verification opinions of (III) sponsor institutions

After verification: the relevant guarantee matters have been examined and approved at the 10th meeting of the third session of the board of directors of the company, and the independent directors of the company have issued a clear consent opinion, and the guarantee matters still need to be submitted to the general meeting of shareholders of the company for deliberation. This guarantee is made after comprehensive consideration of the business development needs of the holding subsidiary, which is in line with the actual operation and overall development strategy of the holding subsidiary, and there is no harm to the interests of the company and small and medium shareholders. The guarantee has fulfilled the necessary examination and approval procedures and complied with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Board of the Shanghai Stock Exchange, the Articles of Association of the Company and the External Guarantee System.

In summary, the sponsor has no objection to the company's external guarantee matters.

(There is no text on this page, which is the signature page of "Verification Opinions of China International Capital Corporation on Guarantees Provided by Goodway Technology Co., Ltd. for Conducting Distributed Business Holding Subsidiaries")

Sponsor representative:

Ge Qiming Xie Wangqin

China International Capital Corporation Limited

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