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友阿股份: 西部证券股份有限公司关于湖南友谊阿波罗商业股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易之独立财务顾问报告(修订稿)

Core Viewpoint - The report discusses the independent financial advisory services provided by Western Securities Co., Ltd. for Hunan Friendship Apollo Commercial Co., Ltd. regarding the issuance of shares and cash payment for asset acquisition, along with the associated fundraising and related transactions. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Shenzhen Shangyang Technology Co., Ltd. through the issuance of shares and cash payment, along with the fundraising of supporting funds [9]. - The total transaction price for the equity of Shangyang Technology is set at 158 million yuan, with an assessment value of 175.68 million yuan as of December 31, 2024 [9]. Group 2: Financial Advisory Commitments - The independent financial advisor has conducted necessary due diligence and believes that the disclosed information is accurate and complete, with no substantial discrepancies [2]. - The advisor confirms that the transaction complies with relevant laws and regulations, ensuring that the disclosed information is truthful and does not contain misleading statements [2]. Group 3: Compliance and Regulatory Aspects - The transaction does not constitute a restructuring as defined by the relevant regulations, and it adheres to the requirements set forth by the regulatory authorities [3][4]. - The fundraising associated with the transaction complies with the registration management regulations, ensuring that all necessary approvals are obtained [4].