Core Viewpoint - The transaction involves Shenzhen Zhishang Technology Co., Ltd. acquiring 99.8555% of Shenzhen Hengyang Data Co., Ltd. through a combination of issuing shares and cash payment, aligning with relevant regulations and enhancing the company's operational capabilities [1][2][3]. Compliance with Regulations - The transaction adheres to national industrial policies and legal regulations regarding environmental protection, land management, anti-monopoly, and foreign investment [2]. - The assets involved are evaluated by a qualified institution, ensuring fair pricing and protection of shareholder rights [2]. - The ownership of the assets is clear, with no legal obstacles to transfer, and the transaction will not jeopardize the company's listing status [2][5]. Financial and Operational Benefits - The acquisition is expected to improve the asset quality and financial condition of the listed company, enhancing its operational sustainability and independence [3][4]. - The transaction will not introduce unfair related-party transactions or significant adverse competitive impacts [3][4]. - The acquired assets are operational and will be integrated into the company's existing business, creating synergies [5][6]. Strategic Integration - Post-acquisition, Hengyang Data will become a subsidiary, contributing to the overall strategic layout and implementation of the listed company [3][8]. - The integration will enable a transition from "data transmission" to "intelligent data transmission and processing," enhancing competitiveness in the data communication and computing sectors [6][7]. - Both companies will share R&D resources, optimize technology investments, and accelerate new technology development, leading to cost savings and improved efficiency [6][7]. Customer and Market Synergies - The customer bases of both companies overlap, allowing for enhanced procurement relationships and cost reductions through increased purchasing volumes [7][8]. - The collaboration will improve service efficiency and quality for existing customers while expanding into new market segments [8].
致尚科技: 董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条、第四十四条规定的说明