Core Viewpoint - The company plans to acquire 100% equity of Chongqing Xincheng Hangrui Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds, in compliance with relevant regulations [1][2]. Group 1: Compliance with Regulations - The transaction aligns with national industrial policies and legal regulations regarding environmental protection, land management, antitrust, foreign investment, and external investment [1]. - Post-transaction, the company will continue to meet stock listing conditions, ensuring no adverse impact on its listing status [1]. - The asset pricing will be based on a fair evaluation report from a qualified asset appraisal institution, ensuring no harm to the company's and shareholders' legal rights [1]. - The ownership of the target assets is clear, and there are no legal obstacles to the transfer of assets upon meeting relevant legal procedures [1]. - The transaction is expected to enhance the company's operational capabilities and will not result in a situation where the main assets are cash or lack specific business operations [1]. - The transaction will maintain the independence of the company from its actual controllers and related parties, in accordance with the regulations of the China Securities Regulatory Commission [1]. - The company has established a sound corporate governance structure in compliance with relevant laws and regulations, which will be maintained post-transaction [1]. Group 2: Financial and Legal Compliance - The company's financial reports for the past year have received an unqualified audit opinion from registered accountants [2]. - There are no ongoing criminal investigations or regulatory inquiries against the company or its current directors and senior management [2]. - The transaction meets other conditions set by the China Securities Regulatory Commission [2]. Group 3: Asset Quality and Business Synergy - The transaction is expected to improve the quality of the company's assets and enhance its operational capabilities without causing significant adverse changes to its financial condition [2][3]. - The assets being acquired are clear ownership operational assets, and the transfer procedures can be completed within the agreed timeframe [2][3]. - There is a certain level of business synergy between the company and the target company, which will foster a complementary relationship and effective integration of business and technology [2].
邵阳液压: 董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条和第四十四条规定的说明