Core Viewpoint - The transaction involves the cash acquisition of 100% equity in three companies by Shenzhen Yushun Electronics Co., Ltd., and it complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [2][9]. Compliance with National Policies - The transaction aligns with national industrial policies as the target companies provide data center infrastructure services to large internet companies, which are not classified as restricted or eliminated industries [2]. - The transaction adheres to laws and regulations regarding environmental protection, land management, anti-monopoly, foreign investment, and outbound investment, with no significant violations reported [2][3]. Stock Listing Conditions - The transaction will not affect the stock structure or total equity of the listed company, ensuring compliance with the stock listing conditions as per the Securities Law and Shenzhen Stock Exchange rules [3][4]. Fair Asset Pricing - The asset pricing for the transaction is fair and based on evaluations from independent asset appraisal institutions, ensuring no harm to the rights and interests of the listed company and its shareholders [4][5]. Clear Asset Ownership - The ownership of the assets involved in the transaction is clear, with no legal obstacles to the transfer of assets, and the handling of related debts is lawful [5][6]. Enhancement of Operational Capability - The transaction is expected to enhance the listed company's operational capabilities by adding a data center business, improving asset quality, and ensuring long-term stable development [6][7]. Independence from Actual Controllers - The transaction maintains the independence of the listed company from its actual controllers and related parties in various aspects, complying with the relevant regulations of the China Securities Regulatory Commission [7][8]. Governance Structure - The transaction will not significantly alter the existing governance structure of the listed company, which is already compliant with the Company Law and Securities Law, and will further enhance governance practices [8][9].
*ST宇顺: 浙商证券股份有限公司关于本次交易符合《上市公司重大资产重组管理办法》第十一条规定的核查意见