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 transaction requiring shareholder approval [1][2][3]. Group 1: Meeting and Approval - The third Supervisory Board meeting was held on August 11, 2025, with all three supervisors present, complying with relevant laws and regulations [1]. - The proposal for the acquisition was approved with unanimous votes, requiring further submission to the shareholders' meeting for final approval [2][3]. Group 2: Transaction Details - The total transaction price for the acquisition of Hengyang Data is set at 1,148,338,427.34 yuan, with the equity valuation based on an assessment report indicating a value of 1,151.30 million yuan, reflecting a significant increase in value [2][3]. - The payment structure includes both cash and shares, with a cash component of 344,502,664.44 yuan to be paid within 10 working days after regulatory approval [5][6]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of 43.09 yuan per share, adjusted from an initial price of 43.48 yuan due to dividend distributions [6][7]. - The number of shares to be issued is calculated to be 18,654,810, representing 12.66% of the total share capital post-transaction [7][8]. Group 4: Lock-up and Performance Commitments - A lock-up period of 12 months is established for the transaction parties, during which they cannot transfer their shares [9][10]. - Performance commitments require the target company to achieve a cumulative net profit of no less than 300 million yuan over three years, with specific compensation arrangements in place if targets are not met [12][14]. Group 5: Regulatory Compliance - The transaction complies with various regulatory requirements, including the Major Asset Restructuring Management Measures and the Securities Issuance Registration Management Measures [18][19][20]. - The company has established measures to prevent dilution of immediate returns for existing shareholders, ensuring that the transaction enhances overall shareholder value [24][25].
致尚科技: 第三届监事会第九次会议决议公告