Core Viewpoint - Shenzhen Yushun Electronics Co., Ltd. plans to acquire 100% equity of three companies in the data technology sector for a total transaction price of 3.35 billion yuan, which constitutes a major asset restructuring that requires shareholder approval [1][2][4]. Group 1: Transaction Details - The transaction involves purchasing 100% equity of Zhong'en Cloud (Beijing) Data Technology Co., Ltd., Beijing Shenhui Biyuan Cloud Computing Technology Co., Ltd., and Zhong'en Cloud (Beijing) Data Information Technology Co., Ltd. from Energy Sight Limited, Basic Venture Limited, and Shanghai Huizhidong Management Consulting Co., Ltd. [1][4] - The total transaction price is set at 335 million yuan, with the payment structured in two phases: an initial payment of 33.5 million yuan and a subsequent payment of 301.5 million yuan [4][5]. - The transaction is deemed a major asset restructuring as the total assets and net income from the acquired companies exceed 50% of the company's audited financial data for 2024 [2][3]. Group 2: Compliance and Approval - The supervisory board confirmed that the transaction complies with relevant laws and regulations, and it does not constitute a related party transaction [2][3]. - The transaction requires approval from the company's shareholders' meeting, and the board has prepared a detailed restructuring report that will be disclosed [8][9]. - The company has taken necessary confidentiality measures to protect sensitive information related to the transaction [21][22]. Group 3: Financial and Operational Implications - The funding for the transaction will come from loans from the controlling shareholder, the company's own funds, or self-raised funds [6][7]. - The acquired companies will become wholly-owned subsidiaries, enhancing the company's asset integrity and operational capabilities in the data center business [13][14]. - The transaction is expected to improve the company's financial condition and operational sustainability, while not introducing new related parties or competition [13][14].

Core Viewpoint - The independent directors of Shenzhen Yushun Electronics Co., Ltd. convened a special meeting to review and approve several proposals related to a significant asset acquisition, confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Meeting Details - The second special meeting of independent directors was held on July 11, 2025, with all three independent directors present [1]. - The meeting was convened and chaired by Ms. Xue Wenjun, adhering to legal and regulatory requirements [1]. Group 2: Asset Acquisition Proposals - The independent directors reviewed and approved a proposal for purchasing assets that meet the criteria for significant asset restructuring, with total asset and net income indicators exceeding 50% [2]. - The transaction does not involve related parties, ensuring it does not constitute a related party transaction [2]. - The asset purchase plan was deemed compliant with relevant laws and beneficial for the company's long-term development and market competitiveness [2][4]. Group 3: Legal and Regulatory Compliance - The transaction was confirmed to meet the requirements of the Company Law, Securities Law, and other regulatory guidelines, ensuring the legality of the asset purchase [3][4]. - The asset ownership is clear, and there are no legal obstacles to the transfer of assets post-acquisition [4][8]. Group 4: Financial and Operational Impact - The transaction is expected to enhance the company's operational capabilities and financial health, without introducing new related parties or competition [8][14]. - The independent directors recognized the fairness and reasonableness of the transaction pricing, ensuring no harm to the interests of shareholders, especially minority shareholders [14]. Group 5: Confidentiality and Compliance Measures - The company has implemented necessary confidentiality measures to protect sensitive information related to the transaction [13]. - All legal procedures and documentation for the transaction have been completed and are in compliance with relevant regulations [10]. Group 6: Previous Transactions - The company disclosed that it had not engaged in any other asset transactions within the past 12 months that would affect the current acquisition's classification as a significant asset restructuring [11]. Group 7: Stock Price Movement - The company's stock price increased by 49.89% from March 24, 2025, to April 22, 2025, prior to the announcement of the transaction, indicating positive market sentiment [12]. Group 8: Financing Arrangements - The company plans to apply for a loan of RMB 1.7 billion from its controlling shareholder to meet funding needs, with terms that do not require collateral [14].

Group 1 - The company plans to acquire 100% equity of several data technology firms through cash payment [1][2] - The company has engaged independent financial, legal, auditing, and evaluation advisors, ensuring confidentiality measures are in place [1][2] - The independent directors have reviewed the transaction and confirmed it aligns with legal regulations and benefits all shareholders [2] Group 2 - The company has prepared a draft report on the major asset purchase and signed a conditional asset purchase agreement with the counterparties [2] - The board of directors has made written declarations ensuring the authenticity and completeness of the legal documents submitted for the transaction [2][3] - The company asserts that all legal procedures for the transaction are complete, compliant, and valid according to relevant laws and regulations [3]

Group 1 - The company plans to borrow RMB 1.7 billion from its controlling shareholder, Shanghai Fengwang Industrial Co., Ltd., for a term of 36 months at the prevailing loan interest rate set by the People's Bank of China [1][4] - The independent directors unanimously approved the proposal to borrow from the controlling shareholder, with no votes against or abstentions [2][7] - The total amount of various related transactions with Shanghai Fengwang since the beginning of the year until the announcement date is RMB 63.8 million [4][6] Group 2 - Shanghai Fengwang holds 29.99% of the company's total shares and is classified as a related party under the Shenzhen Stock Exchange's regulations [1][3] - As of June 30, 2025, Shanghai Fengwang reported total assets of RMB 334.39 million and a net asset deficit of RMB 1.58 million [3] - The borrowing agreement does not require the company to provide any collateral or guarantees, ensuring a fair and reasonable transaction that does not harm the interests of the company or its shareholders [4][7]

Core Viewpoint - The company is planning to acquire 100% equity of several data technology firms through cash payment, which constitutes a significant asset restructuring [1][2]. Group 1: Transaction Details - The company intends to purchase equity from Kai Xing Limited, Zheng Jia Limited, and Shanghai Hui Zhi Ding Management Consulting Co., Ltd. [1] - The transaction involves acquiring stakes in Zhong En Yun (Beijing) Data Technology Co., Ltd., Beijing Shen Hui Bi Yuan Cloud Computing Technology Co., Ltd., and Zhong En Yun (Beijing) Data Information Technology Co., Ltd. [1] Group 2: Confidentiality Measures - The company has implemented strict confidentiality measures in accordance with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Management Measures for Major Asset Restructuring of Listed Companies [1][2]. - A confidentiality agreement has been signed with relevant parties, and the scope of sensitive information has been limited to ensure compliance with legal obligations [2]. - The company has ensured that no insider information has been publicly disclosed or leaked prior to legal disclosure [2].

Core Viewpoint - Shenzhen Yushun Electronics Co., Ltd. is planning to acquire 100% equity of three companies, which constitutes a major asset restructuring. The board of directors has conducted a thorough review of the independence of the evaluation agency, the reasonableness of the evaluation assumptions, the relevance of the evaluation methods to the purpose, and the fairness of the evaluation pricing [1][2]. Group 1 - The evaluation agency appointed for this transaction is Shenzhen Junrui Asset Appraisal Co., Ltd., which complies with the relevant provisions of the Securities Law. The agency and its evaluators have no relationships or conflicts of interest with the company or the target companies [1]. - The evaluation assumptions and limitations set by the evaluation agency adhere to national regulations and market practices, indicating their reasonableness [1][2]. - The purpose of the evaluation is to determine the market value of the target assets as of the evaluation benchmark date, providing a reference for the transaction value [2]. Group 2 - The evaluation agency used both the asset-based method and the income method for the asset valuation, ultimately selecting the income method as the final evaluation result, which aligns with the requirements of the China Securities Regulatory Commission [2]. - The evaluation results objectively and fairly reflect the actual situation of the evaluation objects as of the benchmark date, ensuring that there is no harm to the interests of the company and minority shareholders [2]. - The board of directors believes that the evaluation agency is independent, the evaluation assumptions are reasonable, the selected evaluation methods are appropriate, and the evaluation results are fair and just, with no detriment to the interests of the company and its shareholders [2].

Core Viewpoint - The independent financial advisor, Zheshang Securities, conducted a special review of Shenzhen Yushun Electronics Co., Ltd. regarding its major asset restructuring, confirming that the company has complied with relevant regulations and has no significant issues with its financial commitments or operations [1][2][3]. Group 1: Commitment Fulfillment - The company and related parties have fulfilled their public commitments since its listing, with no irregularities noted [2][3]. - The independent financial advisor found no instances of unfulfilled commitments or non-compliance with regulations [2][3]. Group 2: Operational Compliance - Over the past three years, the company has adhered to its internal regulations regarding related transactions and external guarantees, with no violations reported [3][4]. - The independent financial advisor confirmed that there have been no administrative or criminal penalties against the company or its key personnel during this period [5][6]. Group 3: Financial Performance and Accounting Compliance - The company’s financial reports for the last three years received unqualified audit opinions, indicating compliance with accounting standards [10][11]. - There were no instances of fictitious transactions or profit manipulation identified in the company’s financial practices [12][16]. Group 4: Asset Evaluation and Restructuring - The current restructuring does not involve any asset disposals, and the evaluation methods used for any assets are deemed reasonable and compliant with operational realities [16].

Core Viewpoint - The transaction involves the cash acquisition of 100% equity in three companies by Shenzhen Yushun Electronics Co., Ltd., constituting a significant asset restructuring [2]. Group 1: Transaction Details - The transaction includes the acquisition of Zhong'en Cloud (Beijing) Data Technology Co., Ltd., Beijing Shenhui Biyuan Cloud Computing Technology Co., Ltd., and Zhong'en Cloud (Beijing) Data Information Technology Co., Ltd. [2]. - The independent financial advisor, Zheshang Securities, confirms that there are no direct or indirect paid third-party hires in this transaction [3]. Group 2: Compliance and Verification - The independent financial advisor conducted a review and found that the company has only hired necessary third-party intermediaries, including legal and auditing firms, in compliance with relevant laws and regulations [3]. - The company has engaged overseas law firms to verify the qualifications of the transaction counterparties, ensuring adherence to the regulatory requirements [2][3].

Core Viewpoint - The company plans to acquire 100% equity of three data technology firms through cash payment, and the independent financial advisor has assessed that this transaction will not dilute the immediate return per share [2][3][6]. Impact on Earnings Per Share - The transaction is expected to have no adverse effect on the company's immediate earnings per share, as it involves cash payment and does not introduce new shares [2][3]. - The projected net profits for the company are 94.78 million yuan, 173.42 million yuan, and 44.91 million yuan, respectively, for the previous periods [3]. Measures to Mitigate Dilution Risk - The company has established a robust corporate governance structure and will enhance its internal controls to improve operational efficiency and profitability [3][4]. - The company will strengthen the integration of the acquired firms to enhance overall profitability and asset quality, thereby maximizing shareholder value [4]. Profit Distribution Policy - The company aims to refine its profit distribution policy to better protect shareholder interests, maintaining stable dividend distribution before the transaction and potentially revising it afterward [4]. Commitments from Major Stakeholders - The controlling shareholders and management have committed to not interfere with the company's operations or harm its interests, ensuring adherence to regulatory requirements [5]. - They have also pledged to link their compensation to the execution of measures aimed at mitigating any potential dilution of immediate returns [5]. Independent Financial Advisor's Opinion - The independent financial advisor confirms that the transaction will likely increase the company's basic earnings per share and that the proposed measures to address any potential dilution are practical and feasible [6].

Core Viewpoint - The transaction involves the cash acquisition of 100% equity in three companies by Shenzhen Yushun Electronics Co., Ltd., and it complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [2][9]. Compliance with National Policies - The transaction aligns with national industrial policies as the target companies provide data center infrastructure services to large internet companies, which are not classified as restricted or eliminated industries [2]. - The transaction adheres to laws and regulations regarding environmental protection, land management, anti-monopoly, foreign investment, and outbound investment, with no significant violations reported [2][3]. Stock Listing Conditions - The transaction will not affect the stock structure or total equity of the listed company, ensuring compliance with the stock listing conditions as per the Securities Law and Shenzhen Stock Exchange rules [3][4]. Fair Asset Pricing - The asset pricing for the transaction is fair and based on evaluations from independent asset appraisal institutions, ensuring no harm to the rights and interests of the listed company and its shareholders [4][5]. Clear Asset Ownership - The ownership of the assets involved in the transaction is clear, with no legal obstacles to the transfer of assets, and the handling of related debts is lawful [5][6]. Enhancement of Operational Capability - The transaction is expected to enhance the listed company's operational capabilities by adding a data center business, improving asset quality, and ensuring long-term stable development [6][7]. Independence from Actual Controllers - The transaction maintains the independence of the listed company from its actual controllers and related parties in various aspects, complying with the relevant regulations of the China Securities Regulatory Commission [7][8]. Governance Structure - The transaction will not significantly alter the existing governance structure of the listed company, which is already compliant with the Company Law and Securities Law, and will further enhance governance practices [8][9].