SCAM(SZ:300554) Zheng Quan Zhi Xing·2025-08-04 16:36Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Nanjing Sanchao New Materials Co., Ltd, confirming the authenticity, accuracy, and completeness of the disclosed information, and asserting that the equity change aims to enhance the company's management and competitiveness in its industry [1][5][6]. Group 1: Financial Advisor's Review - The financial advisor has verified that the information provided in the detailed equity change report is true, accurate, and complete, with no false records or significant omissions found [5][6]. - The advisor has conducted due diligence and is confident that their professional opinions align with the content of the disclosure documents [2][5]. - The advisor emphasizes that their review does not constitute investment advice and that they bear no responsibility for any investment decisions made based on their opinions [2][5]. Group 2: Purpose of Equity Change - The equity change is aimed at acquiring control of the listed company, with the acquirer, Wuxi Boda He Yi Technology Co., Ltd, expressing confidence in the company's core business and future prospects [6][12]. - The acquirer plans to enhance the operational and management capabilities of the listed company, thereby improving its competitive edge and supporting long-term healthy development [6][12]. Group 3: Share Transfer Details - The share transfer will occur in two phases, with the first phase involving the acquisition of 10,250,000 shares at a price of 24.52 RMB per share, totaling approximately 147.12 million RMB [12][19]. - The second phase will involve the transfer of an additional 8,735,384 shares, with the price to be determined based on market conditions at the time of transfer [19][22]. - Following the completion of the first phase, the controlling shareholder will change to Wuxi Boda He Yi, with the actual controller being Liu Jingqi [19][22]. Group 4: Financial Status of the Acquirer - Wuxi Boda He Yi Technology Co., Ltd was established in March 2023, with a registered capital of 50 million RMB, and is primarily engaged in technology services and investment activities [7][8]. - The financial data for Wuxi Boda He Yi shows total assets of approximately 344.92 million RMB and a net profit of around 40.02 million RMB for the first half of 2025 [14][15]. Group 5: Future Plans and Governance - The acquirer has no immediate plans to significantly alter the main business of the listed company within the next 12 months, but will ensure compliance with legal requirements for any future changes [22][23]. - Post-equity change, the acquirer intends to recommend qualified candidates for the board of directors and senior management positions in accordance with relevant laws and regulations [23][24].