禾信仪器: 关于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报告书（草案）与预案差异对比说明

Core Viewpoint - Guangzhou HeXin Instrument Co., Ltd. has approved a plan for issuing shares and cash to acquire assets, along with raising supporting funds, with significant updates in the restructuring report compared to the initial proposal [1][2]. Group 1: Transaction Overview - The company held its 32nd board meeting on November 4, 2024, to review the acquisition proposal and subsequently held the 35th meeting on April 3, 2025, to approve the restructuring report [1]. - The restructuring report includes updates on the impact of the restructuring on the company and the decision-making processes that have been completed or are still pending [1][2]. Group 2: Key Differences Between Reports - The restructuring report adds a declaration from the securities service institution and updates the declarations from the company's board members and senior management [1]. - New sections in the restructuring report include compliance analysis, management discussion, and financial information, which were not present in the initial proposal [3][5]. - The report also introduces new risks, such as insider trading risk, while removing previous risks related to technology development [2][3]. Group 3: Financial and Compliance Aspects - The restructuring report updates the financial indicators and includes new chapters on the main content of the transaction contract and the independent financial advisor's conclusions [3][8]. - The report emphasizes the importance of compliance with regulatory requirements regarding the transaction and the roles of various intermediaries involved [5][8].