Zheng Quan Zhi Xing·2025-06-30 16:23Core Viewpoint - The report outlines the acquisition of Sichuan Furong Technology Co., Ltd. by Fujian Provincial Industrial Holding Group Co., Ltd. through a non-monetary transfer of state-owned shares, which will result in the latter becoming the indirect controlling shareholder of the former [8][23]. Group 1: Acquisition Details - The acquisition involves Fujian Provincial Industrial Holding Group obtaining 80% equity of Fujian Metallurgy from the Fujian Provincial State-owned Assets Supervision and Administration Commission, thereby indirectly controlling 65.72% of Sichuan Furong Technology's voting rights [10][23]. - The acquisition is structured as a non-monetary transfer, meaning no cash payment is required from the acquirer [10][11]. Group 2: Regulatory Compliance - The financial advisor confirms that the acquisition complies with relevant laws and regulations, including the Company Law and Securities Law, and that the disclosure in the acquisition report is accurate and complete [3][8]. - The acquisition has been approved by the relevant government authorities, allowing the acquirer to bypass the requirement to issue a public offer [23]. Group 3: Financial Advisor's Role - The financial advisor conducted due diligence and verified the contents of the acquisition report, ensuring that there are no material discrepancies or omissions [4][24]. - The advisor has committed to maintaining confidentiality and has implemented strict internal controls to prevent insider trading or market manipulation [4][5]. Group 4: Future Plans and Management - The acquirer has no immediate plans to change the main business operations of Sichuan Furong Technology or to make significant adjustments within the next 12 months [14][15]. - There are no plans to alter the composition of the board of directors or senior management of the listed company following the acquisition [14][15]. Group 5: Independence and Compliance - The acquisition will not affect the operational independence of Sichuan Furong Technology, as the controlling shareholder remains unchanged [18][19]. - The acquirer has provided commitments to ensure that there will be no conflicts of interest or unfair transactions between the acquirer and the listed company [20].