兴业证券股份有限公司（以下简称"独立财务顾问"）作为上市公司本次 交易的独立财务顾问，诚实守信、勤勉尽责，严格按照《上市公司重大资产重 组管理办法》等规定，认真履行了尽职调查义务，对上市公司相关披露文件进 行了审慎核查，并出具了独立财务顾问报告及相关核查意见。本独立财务顾问 在充分尽职调查和内部审核的基础上作出以下承诺： 兴业证券股份有限公司 在充分尽职调查和内核基础上出具的承诺函 江苏综艺股份有限公司（以下简称"公司"或"上市公司"）拟通过现金 增资以及表决权委托方式取得江苏吉莱微电子股份有限公司（以下简称"吉莱 微"或"标的公司"）控制权（以下简称"本次交易"）。根据《上市公司重 大资产重组管理办法》相关规定，本次交易构成重大资产重组。 独立财务顾问主办人： 张衡 王海桑 兴业证券股份有限公司 券监督管理委员会及上海证券交易所的相关规定，所披露的信息真实、准确、 核机构审查，内核机构同意出具此专业意见； 已采取严格的保密措施，严格执行风险控制和内部隔离制度，不存在内幕交易、 操纵市场和证券欺诈问题。 特此承诺。 （以下无正文） （本页无正文，为《兴业证券股份有限公司在充分尽职调查和内核基础上出具 的承诺函 ...

兴业证券股份有限公司关于江苏综艺股份有限公司 本次交易前 12 个月内购买、出售资产情况的核查意见 江苏综艺股份有限公司（以下简称"公司"或"上市公司"）拟通过现金 增资以及表决权委托方式取得江苏吉莱微电子股份有限公司（以下简称"吉莱 微"或"标的公司"）控制权（以下简称"本次交易"）。根据《上市公司重大 资产重组管理办法》相关规定，本次交易构成重大资产重组。 兴业证券股份有限公司（以下简称"独立财务顾问"）作为上市公司本次交 易的独立财务顾问，对上市公司本次交易前12个月内购买、出售资产情况进行 了核查，并发表如下核查意见： 一、本次交易前12个月内购买、出售资产情况 根据《上市公司重大资产重组管理办法》第十四条第一款第（四）项的规 定，"上市公司在十二个月内连续对同一或者相关资产进行购买、出售的，以其 累计数分别计算相应数额。已按照本办法的规定编制并披露重大资产重组报告 书的资产交易行为，无须纳入累计计算的范围。中国证监会对本办法第十三条 第一款规定的重大资产重组的累计期限和范围另有规定的，从其规定。交易标 的资产属于同一交易方所有或者控制，或者属于相同或者相近的业务范围，或 者中国证监会认定的其他情形下 ...

Core Viewpoint - Jiangsu Zongyi Co., Ltd. plans to acquire control of Jiangsu Jilai Microelectronics Co., Ltd. through cash capital increase and voting rights entrustment, constituting a major asset restructuring according to relevant regulations [1][2]. Industry and Company Summary - The target company, Jiangsu Jilai Microelectronics, specializes in the research, production, and sales of power semiconductor chips and devices, classified under "C39 Computer, Communication and Other Electronic Equipment Manufacturing" [1]. - The independent financial advisor confirms that the transaction involves an industry that falls under the fast-track review channels as specified in the regulatory guidelines, including sectors like electronic information and new energy [2]. - The listed company operates in the information technology, new energy, and equity investment sectors, with its main business covering chip design, mobile gaming, and IT services, classified under "D44 Electric Power, Heat Production and Supply" [2]. - The transaction does not involve mergers within the same industry or upstream/downstream acquisitions, as the listed company and the target company belong to different industry classifications [2]. - The transaction will not result in a change of control, as the actual controller remains the same post-transaction, thus not constituting a restructuring listing as per the relevant regulations [3]. - The transaction is a cash acquisition and does not involve the issuance of shares [3]. - The listed company is not under any investigation by the China Securities Regulatory Commission (CSRC) that remains unresolved [3].

Core Viewpoint - *ST Songfa has successfully completed a major asset restructuring and financing project, raising nearly 4 billion yuan with subscriptions from 19 investors, marking its transformation from a ceramics manufacturer to a shipbuilding and high-end equipment manufacturing company [2][4]. Group 1: Asset Restructuring Details - The restructuring process, which took nearly a year, involved the exchange of the company's original ceramics business assets (valued at approximately 510 million yuan) with Hengli Heavy Industry (valued at around 8 billion yuan) [6]. - The company issued shares to acquire the remaining equity of Hengli Heavy Industry at a price of 10.16 yuan per share [7]. - The financing plan included a non-public issuance of shares to no more than 35 specific investors, aiming to raise up to 4 billion yuan for the construction of Hengli Heavy Industry and Hengli Shipbuilding projects [8]. Group 2: Market Impact and Future Prospects - The restructuring has allowed *ST Songfa to eliminate the risk of delisting and has positioned it as a new key player in the A-share shipbuilding sector, attracting significant market attention [4]. - The restructuring project is noted as the first cross-industry merger approved under the "Six Merger Rules" policy, setting a benchmark for future cases [9]. - Hengli Heavy Industry is expected to generate a net profit of 1.127 billion yuan in 2025, with a commitment from the counterparty to achieve a cumulative net profit of no less than 4.8 billion yuan from 2025 to 2027, indicating a compound annual growth rate of over 15% [9]. Group 3: Investor Participation and Stock Performance - The financing round saw participation from 19 investors, including major public funds, private equity, and industrial capital, with significant allocations to institutions like UBS AG and Citic Financial Assets, reflecting strong confidence in Hengli Heavy Industry's future [11]. - Following the announcement of the restructuring plan, *ST Songfa's stock price has surged, closing at 53.35 yuan per share on August 11, representing an increase of over 200% since the suspension of trading on September 27, 2024, with a total market capitalization reaching 46 billion yuan [13].

Group 1 - Company plans to acquire 100% equity of Suzhou Anjie Xun Optoelectronics Technology Co., Ltd. through issuance of shares, convertible bonds, and cash payments to six counterparties [2][3] - The transaction is expected to constitute a related party transaction and a major asset restructuring, but will not result in a restructuring listing [4] - Company will issue shares to no more than 35 specific investors to raise matching funds for the acquisition [4] Group 2 - The acquisition aims to enhance the company's product and technology layout in the optical communication field, which is a strategic emerging industry encouraged by the state [5] - By obtaining control of Anjie Xun Optoelectronics, the company expects to rapidly form large-scale efficient manufacturing capabilities and improve its product matrix, thereby strengthening its industry position and competitive advantage [5] - Anjie Xun Optoelectronics reported total assets of 431 million yuan and projected revenue of 509 million yuan with a net profit of 105 million yuan for 2024 [5] Group 3 - As of July 28, the company's stock price was 55.07 yuan per share, with a total market capitalization of 13.7 billion yuan [7]

人民财讯8月11日电，万辰集团（300972）8月11日晚间披露重大资产重组草案，公司拟以支付现金方 式，向淮南市盛裕企业管理有限公司和淮南市会想企业管理有限公司购买南京万优商业管理有限公司 (简称"南京万优")49%股权，交易价13.79亿元。 万辰集团称，此次交易前，公司通过南京万品商业管理有限公司间接控制南京万优商业管理有限公司 51%股权，此次交易系公司收购控股子公司的少数股权，交易完成后，公司直接和间接持有南京万优 75.01%的股权。 同时，为加强核心团队成员与公司的绑定，公司此次以支付现金方式购买南京万优股权的同时，拟由福 建农开发、漳州金万辰、王泽宁、张海国向淮南盛裕实控人周鹏转让上市公司989万股股份(占公司总股 本的5.27%)。 ...

Group 1 - The core business of the target company, Anjie Xun, is the research, development, production, and sales of optical passive devices in the optical communication field [1] - The acquisition of controlling interest in Anjie Xun will help the company expand its product and technology layout, rapidly form large-scale efficient manufacturing capabilities, and establish a more complete product matrix [1] - This transaction is expected to strengthen the company's industry position in the optical communication sector by enhancing downstream customer coverage and product delivery capabilities [1] Group 2 - The company plans to acquire 100% of the shares of Suzhou Anjie Xun Optoelectronic Technology Co., Ltd. through the issuance of shares, convertible bonds, and cash payments to six transaction parties [4] - The company intends to raise matching funds by issuing shares to no more than 35 specific investors [4] - As of now, the audit and evaluation work related to this transaction has not been completed, and the valuation and pricing of the target assets have not been finalized [4]

Core Viewpoint - Guangku Technology (光库科技) announced a major asset restructuring plan to acquire 100% equity of Suzhou Anjie Xun Optical Technology Co., Ltd. (安捷讯) through a combination of share issuance, convertible bonds, and cash payments, with the specific transaction price yet to be determined [2][6] Group 1: Transaction Details - The transaction is expected to meet the criteria for a major asset restructuring as defined by the restructuring management measures [6] - Guangku Technology's stock will resume trading on August 12, with a closing price of 55.07 yuan per share and a market capitalization of 13.7 billion yuan as of July 28 [2] - The acquisition aims to enhance Guangku Technology's product and technology layout, improve manufacturing capabilities, and strengthen its competitive position in the optical communication sector [9] Group 2: Financial Performance of Anjie Xun - Anjie Xun's total assets as of March 31, 2025, were approximately 487.64 million yuan, with total liabilities of about 184.38 million yuan and equity of around 303.26 million yuan [8] - The company's revenue for the fiscal year 2024 was approximately 509.17 million yuan, with a net profit of about 104.87 million yuan [8] - Anjie Xun has shown significant growth, with a net profit of 3.53 million yuan for the first quarter of 2025, compared to a loss of 152,180 yuan in 2023 [8] Group 3: Company Background - Anjie Xun, established in 2009, specializes in the research, production, and sales of optical communication passive components and provides comprehensive solutions for high-density fiber optic cabling [12][13] - The company has been recognized as a high-tech enterprise in Jiangsu Province and has previously been listed on the New Third Board before delisting in 2019 [11][12] Group 4: Previous Acquisitions - This acquisition of Anjie Xun marks Guangku Technology's second announced acquisition in 2023, following the planned acquisition of Wuhan Jiep Technology Co., Ltd. for approximately 17 million USD [15]

Group 1 - The core point of the article is that *ST Bio (000504) is planning to acquire a 51% stake in Hunan Huize Biomedical Technology Co., Ltd. for cash, which will result in Huize becoming a subsidiary of the company, indicating a significant asset restructuring [2] - Huize is a professional CRO company focused on drug research and clinical evaluation, with over 85% of its revenue coming from clinical evaluation services, and has established long-term partnerships with over 300 pharmaceutical companies and research institutions [5] - The acquisition is expected to enhance *ST Bio's biopharmaceutical business, improve profitability, and increase the company's risk resistance, while also creating synergies through asset integration in clinical research and drug development [5][6] Group 2 - The transaction is anticipated to strengthen the overall growth and profitability of *ST Bio, aligning with the company's strategic development needs and fostering long-term sustainable growth [6] - Following the acquisition, *ST Bio's biopharmaceutical segment will include drug research and clinical evaluation services, enhancing its competitive edge [6] - *ST Bio has previously disclosed a performance forecast, expecting revenue between 49 million to 52 million yuan for the first half of 2025, representing a year-on-year decline of 7.68% to 13% [6]

Core Viewpoint - *ST生物 is planning to acquire a 51% stake in Hunan Huize Biomedical Technology Co., Ltd. for cash, which will make Huize a subsidiary and included in the consolidated financial statements. This transaction is expected to constitute a significant asset restructuring as per the regulations [1] Group 1: Company Overview - Huize Biomedical is a professional CRO company focused on drug research and clinical evaluation, providing services such as pharmaceutical research, clinical trials, and data management statistical analysis [1] - Prior to the acquisition, *ST生物 primarily engaged in two business segments: "biomedical" and "energy conservation and environmental protection," along with the production and sales of other biomedical-related products [1] Group 2: Strategic Intent - The acquisition aims to extend the biomedical segment of *ST生物, enhancing the profitability of its main business and improving its risk resistance capabilities [1] - There is a strong correlation between cell clinical transformation research and drug development, and the asset integration is expected to improve operational efficiency and create significant synergies [1]