Core Viewpoint - The transaction involves Shenzhen Zhishang Technology Co., Ltd. acquiring 99.8555% equity of Shenzhen Hengyang Data Co., Ltd. through a combination of issuing shares and cash payment, with the independent financial advisor confirming the compliance of the transaction with regulatory guidelines [1][2]. Group 1: Industry and Company Overview - The main business of Shenzhen Zhishang Technology Co., Ltd. is the research, sales, and service of intelligent computing and data processing products and application solutions, classified under the C39 category of computer, communication, and other electronic device manufacturing [1][2]. - The target company, Shenzhen Hengyang Data Co., Ltd., operates in the same industry, focusing on intelligent computing and data processing, thus qualifying the transaction as a peer-to-peer merger within the same sector [2][3]. Group 2: Transaction Details - The transaction does not involve a change in the actual control of the listed company, as the controlling shareholder remains the same before and after the transaction, thus it does not constitute a restructuring listing [3]. - The transaction includes the issuance of shares to the shareholders of Hengyang Data, confirming the involvement of equity issuance in the deal [4]. - The listed company is not under any investigation by the China Securities Regulatory Commission (CSRC) that remains unresolved, ensuring compliance with regulatory requirements [4].
致尚科技: 五矿证券有限公司关于深圳市致尚科技股份有限公司发行股份及支付现金购买资产产业政策和交易类型之专项核查意见