Zheng Quan Zhi Xing·2025-07-03 16:26Summary of Key Points Core Viewpoint - The independent financial advisor, Dongfang Securities, has provided a verification opinion on the major asset sale of Nasda Co., Ltd., indicating that the transaction has been conducted in compliance with relevant laws and regulations, and that all necessary procedures have been followed [1][15]. Group 1: Transaction Overview - The transaction involves the sale of 100% equity of Lexmark International II, LLC (the target company) from Ninestar Group Company Limited to Xerox Corporation, with an estimated transaction price of $1.5 billion [6][8]. - The transaction is classified as a major asset restructuring, as the total assets and revenue of Lexmark International exceed 50% of Nasda's total assets and revenue [8][9]. - The transaction does not constitute a related party transaction, and there will be no change in the actual control of the company post-transaction [9]. Group 2: Financial Details - The estimated purchase price is calculated as $1.5 billion minus estimated financing liabilities and adjusted for net working capital, with a final purchase price adjustment not exceeding $30 million [11][12]. - The valuation of Lexmark's 100% equity is estimated between $172 million and $198 million, with net adjustments leading to a final estimated purchase price of approximately $90 million [7][11]. Group 3: Approval and Implementation - The transaction has completed all necessary internal and external approval processes, including board and shareholder meetings [10][11]. - The closing date for the transaction is set for July 1, 2025, with all preconditions for closing confirmed to be met [10][11]. - The transfer of the target company's equity has been completed, and there are no significant obstacles to the asset transfer [12][15].