Core Viewpoint - The adjustment of the transaction plan by Guangzhou Silin Jie Technology Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by Minsheng Securities Co., Ltd. as the independent financial advisor [4][6]. Transaction Adjustment Details - The company plans to acquire 71% of Qingdao Kekai Electronic Research Institute through a combination of issuing shares and cash payment [1]. - The previous transaction price was set at 1,491 million yuan, while the adjusted transaction price is now 1,420 million yuan [2]. - The cash payment structure has been modified, with the first cash payment reduced from 590 million yuan to 563 million yuan [2][3]. Payment Schedule - The first cash payment will be made within 10 working days after the completion of the share transfer and the arrival of the matching funds, totaling 426 million yuan [2][3]. - The second cash payment of 145 million yuan is scheduled to be made after the 2027 annual audit report is issued, but not earlier than April 1, 2028 [3]. - The third cash payment of 286 million yuan is to be made after the 2028 annual audit report is issued, but not earlier than April 1, 2029 [3]. Compliance with Regulations - The adjustments made to the transaction do not involve new counterparties or changes to the scope of the target assets, and the adjustments in transaction price do not exceed 20%, thus not constituting a significant adjustment under the relevant regulations [5][6]. - The decision-making process for the transaction adjustments was approved in the fifteenth meeting, with independent directors also reviewing the proposals [5].
思林杰: 民生证券股份有限公司关于广州思林杰科技股份有限公司本次交易方案调整不构成重组方案重大调整的核查意见