Core Viewpoint - Fangzhitech plans to acquire 100% equity of Zhixiang Technology for 116 million yuan to enhance its business capabilities and reduce related party transactions [1][2] Group 1: Acquisition Details - The acquisition is part of Fangzhitech's long-term strategic planning to explore new business areas and strengthen existing operations [1] - The transaction price is based on the equity valuation provided by an assessment agency, with the final transfer price set at 116 million yuan [1] - The deal involves related party transactions, as one of the sellers, Huang Yuanzhong, holds 26.52% equity in Zhixiang Technology and is also a controlling shareholder of Fangzhitech [1] Group 2: Zhixiang Technology Overview - Zhixiang Technology is a national high-tech enterprise specializing in artificial intelligence and smart space technology applications [2] - The company has a strong core team with expertise in communication, internet, artificial intelligence, and psychology, holding over 50 patents and copyrights [1][2] - Zhixiang Technology has pioneered smart classrooms and intelligent learning spaces, providing comprehensive intelligent support for institutions and platforms [2] Group 3: Financial Performance - Zhixiang Technology reported revenues of 30.12 million yuan and 18.59 million yuan for 2024 and the first half of 2025, respectively, with net profits of 6.34 million yuan and 2.61 million yuan for the same periods [2] Group 4: Strategic Implications - The acquisition aims to drive Fangzhitech's strategic transformation and cultivate new profit growth points amid the ongoing demand in the education technology and artificial intelligence markets [2] - Zhixiang Technology's market coverage complements Fangzhitech's existing presence in South and North China, allowing for a broader national business layout and enhanced market penetration [2]

Core Viewpoint - Shenzhen Fangzhi Technology Co., Ltd. plans to acquire 100% equity of Beijing Zhixiang Technology Development Co., Ltd. for 116 million yuan to drive strategic transformation and cultivate new profit growth points [1][2] Group 1: Acquisition Details - The acquisition price for Zhixiang Technology is set at 116 million yuan [1] - Zhixiang Technology is recognized as a national high-tech enterprise, focusing on artificial intelligence and smart space technology applications [1] - Financial projections indicate Zhixiang Technology will achieve revenue of 30.12 million yuan and a net profit of 6.34 million yuan in 2024, with 18.59 million yuan in revenue and 2.61 million yuan in net profit for the first half of 2025 [1] Group 2: Strategic Rationale - The acquisition aims to enhance Fangzhi Technology's market position in the growing education technology and artificial intelligence sectors [1][2] - Fangzhi Technology seeks to leverage Zhixiang Technology's established regional channels and customer base to expand its national business footprint [2] - The integration of Zhixiang Technology's products with Fangzhi Technology's existing offerings is expected to enhance product competitiveness and value [2] Group 3: Market Positioning - Fangzhi Technology specializes in smart education services, focusing on K-12 educational products and "AI + digital education" solutions [2] - The company has been investing in "AI + education" initiatives, including new product development and talent acquisition [2] - The acquisition is anticipated to deepen industry synergy and facilitate resource integration, reducing integration costs and enhancing market channel advantages [2]

Core Points - Fangzhi Technology announced the acquisition of 100% equity of Beijing Zhixiang Technology Development Co., Ltd. [2] - The acquisition will be conducted through a cash payment of RMB 116 million, based on the equity valuation provided by an appraisal agency [2] - After the transaction, Zhixiang Technology will become a wholly-owned subsidiary of Fangzhi Technology [2] - The transaction involves a related party, Huang Yuanzhong, who holds 26.52% of Zhixiang Technology's equity and is the controlling shareholder of Fangzhi Technology [2]

Core Viewpoint - Fangzhitech plans to acquire 100% equity of Zhixiang Technology for 116 million yuan to enhance its business capabilities and explore new business areas [1][3] Group 1: Acquisition Details - The acquisition is structured as a cash payment and is based on the equity valuation provided by an assessment agency [1] - The transaction involves related parties, as one of the sellers, Huang Yuanzhong, holds 26.52% of Zhixiang Technology and is a controlling shareholder of Fangzhitech [1] Group 2: Zhixiang Technology Overview - Zhixiang Technology is a national high-tech enterprise focusing on AI and smart space technology applications, with over 50 patents and copyrights [2] - The company has developed a product system based on AI large model core technology, targeting various intelligent space solutions such as smart learning and smart sports [2] Group 3: Strategic Implications - The acquisition aims to drive strategic transformation and cultivate new profit growth points for Fangzhitech amid the growing demand in the education technology and AI markets [3] - By acquiring Zhixiang Technology, Fangzhitech seeks to complement its existing market presence in South and North China, leveraging Zhixiang's established regional channels and customer base for broader national coverage [3]

Core Viewpoint - The company plans to acquire 100% equity of Beijing Zhixiang Technology Development Co., Ltd. for a cash payment of RMB 116 million, aiming to drive strategic transformation and cultivate new profit growth points [1] Group 1: Acquisition Details - The acquisition price for Zhixiang Technology is set at RMB 116 million [1] - The acquisition aims to enhance the company's market position in the education technology and artificial intelligence sectors [1] Group 2: Strategic Implications - The acquisition is part of the company's strategy to seek external development opportunities to solidify its market position [1] - Zhixiang Technology is recognized as a pioneer in AI classrooms and intelligent learning spaces, indicating a promising market outlook [1] - The business coverage of Zhixiang Technology complements the company's existing markets in South China and North China, allowing for a broader national business layout [1] Group 3: Market Expansion - The acquisition will help the company break its original market regional pattern and leverage Zhixiang Technology's established regional channels and customer base [1] - This strategic move is expected to facilitate rapid entry into new markets, enhancing market coverage and penetration depth [1]

Core Viewpoint - The company plans to acquire 100% equity of Beijing Zhixiang Technology Development Co., Ltd. for a cash payment of RMB 116 million, aiming to drive strategic transformation and cultivate new profit growth points [1] Group 1: Acquisition Details - The acquisition price for Zhixiang Technology is set at RMB 116 million [1] - The acquisition is intended to enhance the company's market position in the education technology and artificial intelligence sectors [1] Group 2: Strategic Implications - The acquisition will allow the company to leverage Zhixiang Technology's established regional channels and customer base, facilitating entry into new markets [1] - This move is expected to break the company's existing market regional pattern and expand its national business layout [1] - The business coverage of Zhixiang Technology complements the company's existing markets in South China and North China, indicating a broad market potential [1]

Group 1 - Company signed an asset purchase agreement to acquire 100% equity of Zhixiang Technology for a total price of RMB 116 million, aimed at enhancing business strength and reducing related transactions [1] - The acquisition is part of the company's long-term strategic planning to explore new business areas and improve independence [1] Group 2 - Zhixiang Technology focuses on AI large model core technology, developing a product system that includes intelligent interactive hardware and data platforms for various smart space solutions [2] - The company is a pioneer in AI classrooms and smart learning spaces, achieving large-scale implementation of smart classrooms and sports across the country [2] - Key products include the Elephant Intelligent Interactive Robot, Feixiang Smart Sports, and Xinxiang Smart Psychology, supporting the digital and intelligent upgrade of the industry [2]

Group 1 - Company signed an asset purchase agreement to acquire 100% equity of Zhixiang Technology for a total price of RMB 116 million [1] - The acquisition aims to enhance the company's existing business capabilities and reduce related party transactions, thereby increasing independence [1] - The transaction is part of the company's long-term strategic planning to explore new business areas and leverage business synergies [1] Group 2 - Zhixiang Technology is based on core AI large model technology, developing a product system that includes smart interactive hardware and data platforms [2] - The company focuses on creating intelligent space solutions for various scenarios such as smart learning, smart sports, smart psychology, and smart energy [2] - Major products include the Elephant Smart Interactive Robot, Flying Elephant Smart Sports, and Heart Elephant Smart Psychology, contributing to the digital and intelligent upgrade of the industry [2]

北京执象科技发展有限公司 审计报告 德皓审字[2025]00002524 号 北京德皓国际会计师事务所(特殊普通合伙) Beijing Dehao International Certified Public Accountants (Limited Liability Partnership) 您可使用手机"扫一扫"或进入"注册会计师行业统一些摩亚公 北京执象科技发展有限公司 审计报告及财务报表 (2024 年 1 月 1 日至 2025 年 6 月 30 日止) 北京德皓国际会计师事务所(特殊普通合伙) 北京市丰台区西四环中路 78号院首汇广场 10 号楼[100141] 电话:86(10)6827 8880 传真:86(10)6823 8100 审计报告 德皓审字[2025]00002524号 北京执象科技发展有限公司全体股东: 一、一、审计意见 我们审计了北京执象科技发展有限公司(以下简称执象科技)财 务报表,包括 2024年 12 月 31 日、2025年 6 月 30 日的合并及母公 司资产负债表,2024年度、2025年1-6 月的合并及母公司利润表、 合并及母公司现金流量表、合并及母公司所有者 ...

一、《关于收购北京执象科技发展有限责任公司 100%股权暨关联交易的议案》 的审核意见 公司本次收购北京执象科技发展有限责任公司 100%股权符合公司整体发展 战略方向，有利于增强公司现有业务实力，充分发挥业务协同。为本次交易提供 审计、评估服务的中介机构具有相应的资质、专业能力和独立性，本次交易价格 以评估价值为基础，经双方协商确定，交易定价公允、合理，不存在损害公司及 全体股东特别是中小股东利益的情况。我们一致同意公司收购北京执象科技发展 有限责任公司 100%股权暨关联交易事项，并同意将该议案提交公司董事会审议， 在审议上述关联交易议案时，关联董事应回避表决。 独立董事：傅冠强、王翔宇、邬克强 2025 年 11 月 8 日 第六届董事会独立董事专门会议 2025 年第二次会议审核意见 根据中国证监会《深圳证券交易所创业板股票上市规则》、《上市公司独立 董事管理办法》、《深圳市方直科技股份有限公司章程》、《深圳市方直科技股 份有限公司独立董事制度》等有关规定，深圳市方直科技股份有限公司（以下简 称"公司"）于 2025 年 11 月 8 日以现场方式召开了第六届董事会独立董事专门 会议 2025 年第二 ...