Group 1 - The company plans to establish a merger fund in collaboration with other partners to enhance business scale and synergy effects while ensuring sufficient operational funds [1][2] - The total capital commitment for the merger fund is 105 million yuan, with the company contributing 51.5 million yuan, representing 49.05% of the total [2][9] - The primary purpose of the fund is to acquire shares in Luoyang Xice Technology Service Co., Ltd. through cash payments [2][12] Group 2 - The company’s actual controller, Mr. Li Zexin, holds an 18% stake in Jiu Feng Capital, which is considered an associated party, making this investment a related party transaction [2][5] - The investment does not constitute a major asset restructuring as defined by relevant regulations, and the company has not engaged in similar transactions with the same related parties in the past twelve months [2][3] Group 3 - The decision-making process for the fund's establishment has been approved by the company's board of directors and requires further approval from the shareholders' meeting [3][15] - The fund will be managed by Jiu Feng Capital, which will also appoint members to the investment decision committee [11][12] Group 4 - The fund's operational period consists of a one-year investment phase followed by a four-year exit phase, with possible extensions [8][10] - The fund's income and expenses will be distributed according to the partners' capital contributions, following a "project-based return" principle [11][12] Group 5 - The establishment of the fund is expected to enhance the company's strategic development and investment returns while minimizing risks [12][15] - The independent directors and supervisory board have expressed support for the fund's establishment, emphasizing the benefits of leveraging professional investment experience [14][15]
西测测试: 长江证券承销保荐有限公司关于西安西测测试技术股份有限公司参与设立并购基金暨关联交易的核查意见