金橙子: 董事会关于本次交易符合《上海证券交易所科创板股票上市规则》第11.2条、《科创板上市公司持续监管办法(试行)》第二十条和《上海证券交易所上市公司重大资产重组审核规则》第八条的说明

Core Viewpoint - Beijing Jinchengzi Technology Co., Ltd. is planning to acquire 55.00% equity of Changchun Samit Optoelectronic Technology Co., Ltd. through a combination of issuing shares and cash payment, which aligns with the regulations of the Shanghai Stock Exchange's Sci-Tech Innovation Board [2][6]. Group 1: Compliance with Regulations - The transaction complies with the Shanghai Stock Exchange's Sci-Tech Innovation Board Stock Listing Rules, specifically Article 11.2, and the Continuous Supervision Measures for Sci-Tech Innovation Board Listed Companies [2][6]. - The target company has been recognized as a specialized and innovative enterprise in Jilin Province and has received the Jilin Provincial Science and Technology Award [2][4]. Group 2: Industry Alignment - The target company operates in the "Optoelectronic Device Manufacturing" sector, which falls under the "Computer, Communication and Other Electronic Equipment Manufacturing" category, aligning with the strategic emerging industries classification [3][4]. - Both the listed company and the target company belong to the optical control industry, with the listed company focusing on laser processing equipment and the target company specializing in precision optical control products [3][4]. Group 3: Synergistic Effects - The acquisition is expected to create significant synergies in product systems, customer resources, technology development, and supply chains between the listed company and the target company [5][6]. - The listed company’s products, including laser control systems and integrated hardware, can complement the target company's offerings, enhancing competitiveness in high-end precision mirror products [5][6]. - The collaboration will allow for shared R&D platforms, testing environments, and key technical personnel, which will support breakthroughs in critical technologies within the industry [6].