QA(SH:603758) Zheng Quan Zhi Xing·2025-07-10 12:17Core Viewpoint - The company plans to acquire 99% equity of Anhui Yigao Optoelectronics Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds for this transaction [1] Group 1: Compliance with Regulations - The transaction complies with Article 11 of the Major Asset Restructuring Management Measures, including adherence to national industrial policies and legal regulations regarding environmental protection, land management, antitrust, foreign investment, and outbound investment [1] - The transaction will not jeopardize the company's compliance with stock listing conditions and the asset pricing is fair, ensuring no harm to the company and shareholders' legal rights [1] - The ownership of the assets involved is clear, with no legal obstacles to transfer, and the handling of related debts and credits is lawful [1] - The transaction is expected to enhance the company's sustainable operational capacity and will not result in a situation where the main assets post-restructuring are cash or lack specific business operations [1] - The transaction will help maintain independence in business, assets, finance, personnel, and institutions from the actual controller and related parties, aligning with the China Securities Regulatory Commission's independence requirements [1] - The transaction supports the maintenance of a sound and effective corporate governance structure [1] Group 2: Financial and Operational Integrity - The transaction meets the requirements of Article 43 of the Major Asset Restructuring Management Measures, including the company receiving an unqualified audit report for the last year's financial statements [2] - There are no ongoing criminal investigations or regulatory inquiries against the company or its current directors and senior management [2] - The transaction aligns with Article 44 of the Major Asset Restructuring Management Measures, enhancing asset quality and sustainable operational capacity without causing significant adverse changes to the financial situation [2] - The assets being acquired are clearly owned operational assets, with the ability to complete ownership transfer procedures within the agreed timeframe, provided legal procedures and prerequisites are met [2] - The acquired assets will have significant synergy with the company's existing main business [2] - The transaction does not involve installment payments for the acquisition of assets [2]