Group 1 - The core point of the article is the announcement of a public tender by Changsha Bank for the project named "Changsha Bank Asset Custody Multi-layer Penetration Investment Supervision System" with a budget of 1.2 million yuan [1] - The project is associated with Youa Co., Ltd. and Tongcheng Holdings, which hold shares in the bank at 5.69% and 3.07% respectively [1]

Core Viewpoint - The announcement from Youa Co., Ltd. regarding its stake in Changsha Bank and the approval of the 2025 interim profit distribution plan highlights the company's financial benefits from its investment in the bank [1] Group 1: Company Announcement - Youa Co., Ltd. announced that it holds 228,636,220 shares in Changsha Bank [1] - The board of Changsha Bank approved the 2025 interim profit distribution plan [1] - Youa Co., Ltd. is set to receive cash dividends amounting to 45,727,244.00 RMB [1] Group 2: Financial Impact - The cash dividends received by Youa Co., Ltd. are a direct result of its shareholding in Changsha Bank [1] - The dividend payment was received shortly after the approval of the profit distribution plan [1]

Core Viewpoint - The acquisition of Shenzhen Shangyangtong Technology Co., Ltd. by Hunan Friendship Apollo Commercial Co., Ltd. is significant, as Shangyangtong specializes in high-performance semiconductor power devices, which are crucial in the current market landscape [1]. Group 1: Business Performance - Shangyangtong's main business revenue from 2020 to 2024 is projected to be 127 million, 391 million, 736 million, 673 million, and 605 million respectively, with net profits of -13 million, 49 million, 139 million, 83 million, and 46 million, indicating significant performance fluctuations [2]. - The revenue growth from 2021 to 2022 was driven by an industry upturn, product line improvements, and customer expansion, while a decline is expected in 2023 and 2024 due to intensified competition from overseas leaders and adjustments in downstream demand [2]. - Compared to peers, Shangyangtong's performance trend shows a "rise then fall" pattern, with its net profit decline being less severe than some comparable companies, attributed to its product competitiveness and cost control [2]. Group 2: Sales Model and Customer Stability - Shangyangtong primarily employs a distribution and direct sales model, with distribution revenue accounting for 73.84% and 75.59% of total sales [3]. - The concentration of customers is high, with the top five customers contributing 72.89% and 65.23% of sales, influenced by the characteristics of the distribution channel and direct sales [3]. - The revenue share from the top five customers is expected to decrease in 2024 due to effective market expansion strategies, changes in downstream demand structure, pricing pressures, and order fluctuations [3]. - Despite some revenue fluctuations due to market factors, the overall cooperation with major distributors and direct customers remains stable, indicating sustainable customer relationships [3]. Group 3: Procurement and R&D - Shangyangtong relies heavily on core suppliers, with the top five suppliers accounting for 98.81% and 96.80% of procurement, primarily for wafers and packaging testing [4]. - The high supplier concentration aligns with industry norms, and Shangyangtong does not have significant reliance on any single supplier while actively seeking additional suppliers [4]. - The company operates under a Fabless model, with core technologies developed in-house, having achieved mass production of fourth-generation super junction MOSFET products with internationally advanced performance metrics [4]. - Continuous investment in R&D is evident, with R&D personnel constituting 53.73% of the workforce, and the company holds multiple domestic and international patents [4]. - The acquisition by Hunan Friendship Apollo is noteworthy due to Shangyangtong's technological strength and market positioning in the semiconductor power device sector, which may present new growth opportunities amid industry recovery and domestic substitution trends [4].

Core Viewpoint - The asset evaluation conducted by Beijing Zhongqi Hua Asset Appraisal Co., Ltd. for Hunan Friendship Apollo Commercial Co., Ltd. revealed a significant discrepancy between the market valuation of 1.757 billion yuan and historical valuations, raising market concerns [1] Evaluation Method Selection and Rationality - The evaluation utilized market and asset-based methods, with the market method yielding a valuation of 1.757 billion yuan, which is considered more reflective of overall enterprise value compared to the asset-based method [2] - The income method was not used due to the high uncertainty in future cash flow predictions, which do not meet the stability requirements of this method [2] - The market method was deemed suitable due to the availability of comparable listed companies and relevant information, providing a more comprehensive reflection of enterprise value [2] - The valuation increase rate of the assessed assets is lower than the industry average, indicating a cautious approach that protects the interests of the listed company [2] Comparability of Selected Companies - The selected comparable companies share similarities in operational models, product types, production capacity, application fields, and business structures, despite some differences in asset and income scales [3] - The adjustments made in the market method evaluation were based on five dimensions: asset management scale, profitability, growth ability, risk management ability, and operational ratios, with reasonable and quantifiable criteria [3] - Objective differences between the comparable companies and the assessed assets were adequately considered, ensuring that financial data reflects these differences [3] Valuation Discrepancy and Pricing Fairness - The significant valuation difference from historical values is attributed to a decline in the target company's operating performance, a downward shift in industry valuation, and liquidity discounts, which are deemed reasonable [4] - The pricing of the transaction is considered fair based on market comparables and aligns with industry pricing rules, with no significant adverse changes in the target company's operating conditions post-evaluation [4] - The independent financial advisor and appraisers confirmed that there were no significant changes affecting the valuation after the evaluation date, supporting the rationality and prudence of the selected evaluation methods [4]

Core Viewpoint - Lixin Accounting Firm provided a detailed response to the Shenzhen Stock Exchange regarding Hunan Friendship Apollo Commercial Co., Ltd.'s acquisition of Shenzhen Shangyang Technology Co., Ltd., revealing key operational information about Shangyang Technology, including its sales model, financial performance, and procurement practices [1]. Sales Model - Shangyang Technology primarily employs a combination of distribution and direct sales, with distribution revenue accounting for 73.84% and 75.59% in 2023 and 2024, respectively [1]. - The customer concentration is high, with the top five customers accounting for 72.89% and 65.23% of sales during the reporting period [1][2]. - The decline in sales revenue from the top five customers in 2024 is attributed to market expansion strategies, changes in downstream demand structure, pricing pressures, and fluctuations in customer orders [2]. Operational Performance - From 2020 to 2024, Shangyang Technology's main business revenue showed a trend of growth followed by a decline, with figures of 127 million, 391 million, 736 million, 673 million, and 605 million yuan, respectively [1][4]. - Net profits during the same period were -13 million, 49 million, 139 million, 83 million, and 46 million yuan, indicating significant performance volatility [1][4]. - The company's performance fluctuations align with industry trends, with recent improvements noted as the industry recovers [4]. Gross Margin - The decline in gross margin is primarily due to significant decreases in sales prices for high-voltage product lines, while some product lines experienced stable or increasing revenues due to policy adjustments and market trends [5][4]. Procurement Practices - Shangyang Technology operates under a Fabless model, outsourcing wafer manufacturing and packaging testing, with procurement practices aligned with industry standards [6][7]. - The company maintains a high supplier concentration but does not rely heavily on any single supplier, implementing measures to mitigate associated risks [7]. Financial Statements - Changes in accounts receivable and inventory management are noted, with an increase in accounts receivable in 2024 despite a decline in revenue, attributed to a rise in fourth-quarter sales [8]. - The aging of accounts receivable shows a lower provision for bad debts compared to industry peers, indicating a reasonable approach to credit risk management [8].

Core Points - Youa Co., Ltd. announced that its equity investment in Changsha Bank has resulted in a cash dividend of 45,727,244.00 RMB based on the bank's 2025 interim profit distribution plan [1] - The company holds 228,636,220 shares of Changsha Bank, and the dividend will be distributed on the equity registration date of September 25, 2025 [1] - The cash dividend received will not impact the company's consolidated net profit for the 2025 fiscal year due to the use of the equity method for accounting [1]

Group 1 - The core point of the article is that Youa Co., Ltd. (002277.SZ) has received a cash dividend from its investment in Changsha Bank, amounting to 45,727,244.00 RMB, as approved in the bank's 2025 interim profit distribution plan [1] - As of the equity registration date for the dividend distribution on September 25, 2025, Youa Co., Ltd. holds 228,636,220 shares of Changsha Bank [1] - The cash dividend received will not impact the net profit of Youa Co., Ltd.'s consolidated financial statements for the year 2025, as the investment in Changsha Bank is accounted for using the equity method [1]

西部证券股份有限公司 关于 深圳证券交易所《关于湖南友谊阿波罗商业股份有限 公司发行股份购买资产并募集配套资金申请的审核 问询函》相关问题回复之核查意见 独立财务顾问 二〇二五年九月 深圳证券交易所上市审核中心： 申请文件及公开披露资料显示：（1）深圳尚阳通科技股份有限公司（以下 简称尚阳通或标的资产）主要从事高性能半导体功率器件的研发、设计和销售， 报告期内向前五大客户的销售占比分别为72.89%和65.23%；标的资产采用经销 和直销相结合的销售模式，经销收入占比分别为73.84%和75.59%；标的资产所 处行业技术及应用领域客户需求迭代速度相对较快，标的资产的发展很大程度 上依赖于识别并快速响应客户需求的变化。（2）2020年至2024年，标的资产主 营业务收入分别为1.27亿元、3.91亿元、7.36亿元、6.73亿元和6.05亿元，净 利润分别为-0.13亿元、0.49亿元、1.39亿元、0.83亿元和0.46亿元，业绩波动 幅度较大。（3）报告期内，标的资产高压产品线收入分别为5.67亿元和4.78亿 元，中低压产品线收入分别为1.05亿元和1.14亿元，模组产品线收入分别为 104.04万元和 ...

西部证券股份有限公司 关于 湖南友谊阿波罗商业股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易 （一）本独立财务顾问报告所依据的文件和材料由相关各方提供，相关各 方对所提供文件及资料的真实性、准确性和完整性负责，并保证该等信息不存 在虚假记载、误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任 何风险责任； （二）本独立财务顾问报告是在假设本次交易各方当事人均全面和及时履 行本次交易相关协议和声明或承诺的基础上出具，若上述假设不成立，本独立 财务顾问不承担由此引起的任何风险责任； （三）对于对本独立财务顾问报告至关重要而又无法得到独立证据支持或 需要法律、审计、评估等专业知识来识别的事实，本独立财务顾问主要依据有 关政府部门、律师事务所、会计师事务所、资产评估机构及其他有关单位出具 的意见、说明及其他文件做出判断； （四）如本独立财务顾问报告中结论性意见利用其他证券服务机构专业意 见的，独立财务顾问已进行了必要的审慎核查。除上述核查责任之外，独立财 务顾问并不对其他中介机构的工作过程与工作结果承担任何责任，本独立财务 顾问报告也不对其他中介机构的工作过程与工作结果发表任何意见与评价。本 ...

湖南启元律师事务所 关于湖南友谊阿波罗商业股份有限公司 发行股份及支付现金购买资产并募集配套资金暨关联交易的 补充法律意见书（一） 二〇二五年九月 致：湖南友谊阿波罗商业股份有限公司 湖南启元律师事务所（以下简称"本所"）接受湖南友谊阿波罗商业股份有限 公司（以下简称"上市公司"或"友阿股份"）的委托，担任友阿股份发行股份及支 付现金购买深圳尚阳通科技股份有限公司（以下简称"尚阳通""公司"或"标的资 产"）100%股权并募集配套资金暨关联交易（以下简称"本次交易"）的专项法律 顾问。 本所根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 重大资产重组管理办法》《上市公司监管指引第9号——上市公司筹划和实施重 大资产重组的监管要求》《公开发行证券的公司信息披露内容与格式准则第26 号——上市公司重大资产重组》等现行法律、行政法规及中国证券监督管理委员 会相关文件的规定，为友阿股份本次交易出具了《湖南启元律师事务所关于湖南 友谊阿波罗商业股份有限公司发行股份及支付现金购买资产并募集配套资金暨 关联交易的法律意见书》（以下简称"法律意见书"）。 2025年7月14日，深圳证券交易所出具《关于湖南友谊 ...