Core Viewpoint - Shenzhen Zhishang Technology Co., Ltd. plans to acquire 99.8555% equity of Shenzhen Hengyang Data Co., Ltd. through a combination of issuing shares and cash payment, with the total transaction price set at 1,148,338,427.34 yuan [1][3][4]. Board Meeting Details - The third board meeting of the company was held on August 11, 2025, with all five directors present, confirming compliance with relevant laws and regulations [1]. - The board unanimously approved the proposal for the acquisition, with all votes in favor [2]. Transaction Overview - The acquisition involves purchasing the equity from multiple shareholders, including Shenzhen Haina Tianqin Investment Co., Ltd. and others [2][3]. - The transaction price for the equity was determined based on an asset evaluation report, with the assessed value of Hengyang Data's total equity at 115,130,000 yuan, reflecting an increase of 249.83% compared to the audited book value [2][3]. Payment Structure - The total payment for the transaction will consist of cash and shares, with the cash portion amounting to 344,502,664.44 yuan, to be paid within 10 working days after regulatory approval [4][5]. - The shares will be issued at a price of 43.09 yuan per share after adjustments, with a total of 18,654,810 shares to be issued, representing 12.66% of the post-transaction total share capital [5][8]. Lock-up Period and Performance Commitments - A lock-up period of 12 months is established for the shareholders acquiring shares through this transaction, with specific conditions for performance commitments tied to the net profit of Hengyang Data for the years 2025 to 2027 [9][12]. - The performance commitment requires a cumulative net profit of no less than 300 million yuan over the three-year period, with provisions for compensation if targets are not met [12][15]. Financial Impact - The transaction is expected to enhance the company's net profit and equity, with no dilution of earnings per share anticipated post-transaction [26][27]. - Measures have been put in place to protect the interests of public shareholders regarding potential dilution of immediate returns [27]. Compliance and Regulatory Approval - The board confirmed that the transaction complies with various regulatory requirements, including the Major Asset Restructuring Management Measures and the Securities Issuance Registration Management Measures [20][21][24]. - The transaction details will be submitted for approval at the upcoming shareholders' meeting [18][19].
致尚科技: 第三届董事会第十次会议决议公告