Core Viewpoint - The special legal opinion issued by Guangdong Xinda Law Firm regarding Beijing Zhongchang Shiji Information Technology Co., Ltd. focuses on the abnormal performance of the company prior to its restructuring, confirming that the company has complied with its commitments and has not engaged in any irregularities or violations [2][3][8]. Group 1: Legal Compliance and Verification - Guangdong Xinda Law Firm conducted a thorough investigation and confirmed that the facts presented in the legal opinion are true, accurate, and complete, with no false records or misleading statements [3][5]. - The law firm relied on original documents and statements provided by the company, ensuring that there were no omissions or false representations [5][6]. - The law firm stated that it only provides legal opinions on domestic legal issues related to the transaction and does not guarantee the accuracy of financial or accounting matters [3][4]. Group 2: Company Commitments and Performance - Since its listing, the company and its controlling shareholders have fulfilled their main commitments, with no irregularities or failures in commitment performance [8][9]. - The company has not engaged in any illegal fund occupation or external guarantees in the past three years, as verified by the law firm [8][9]. - The company and its key personnel have not faced any administrative or criminal penalties in the last three years, nor have they been subject to regulatory measures by the exchange or the China Securities Regulatory Commission [9][10]. Group 3: Administrative Penalties and Impact - A subsidiary of the company, Shiji Payment Technology (Guangxi) Co., Ltd., was fined a total of 4.78 million yuan for non-compliance in payment services, but this penalty is not considered a significant violation affecting the main company [10][11]. - The penalty was deemed minor and did not involve severe consequences such as business restrictions or license revocation, thus not impacting the restructuring transaction [10][11][12]. - The subsidiary's actions did not significantly affect the company's main business revenue or net profit, as they accounted for less than 5% of the total [12].

Group 1 - The company guarantees the authenticity and completeness of the report and its summary, and assumes legal responsibility for any false statements or omissions [1][2][3] - The report does not represent any substantive judgment or approval from the China Securities Regulatory Commission or the Shenzhen Stock Exchange regarding the restructuring [2] - The controlling shareholder and management commit to not transferring shares during investigations related to false information provided during the transaction [3] Group 2 - The restructuring involves the acquisition of a company with a similar business focus on outdoor advertising, which will enhance the company's media network and resource coverage [8][9] - The transaction will be financed through a combination of issuing shares and cash payments, with a significant increase in the total share capital [8][9] - The transaction is expected to improve the company's total assets and revenue, although there will be a slight dilution in earnings per share in the short term [9][19] Group 3 - The transaction has undergone various decision-making and approval processes, including board meetings and agreements with multiple parties [10][11] - The company has received preliminary consent from its controlling shareholder and actual controller regarding the transaction [12] - The transaction is subject to further approvals from the shareholders' meeting, the Shenzhen Stock Exchange, and the China Securities Regulatory Commission [10][12] Group 4 - The company has established measures to protect the rights of minority investors, including strict adherence to information disclosure obligations and legal procedures [13][14] - A network voting platform will be provided for shareholders to facilitate participation in the decision-making process [14] - The company will separately disclose the voting results of minority investors to ensure transparency [15] Group 5 - The company has committed to measures to mitigate the dilution of immediate returns from the transaction, including accelerating the integration of the acquired company [19][21] - The company plans to enhance its profit distribution policy and optimize its investment return mechanisms to protect shareholder interests [21] - The controlling shareholder and management have made commitments to ensure the implementation of measures to compensate for any dilution of immediate returns [22]

Core Viewpoint - The recent amendments to the "Major Asset Restructuring Management Measures" by the China Securities Regulatory Commission aim to enhance the restructuring process for listed companies, encouraging private equity participation and increasing market activity in the restructuring sector [1][2]. Group 1: Policy Changes and Market Impact - The new restructuring measures introduce a phased payment mechanism for share consideration and a simplified review process, which is expected to boost the restructuring market's scale and activity [1]. - The restructuring market's increased activity is attributed to the resonance between capital market reforms and industrial upgrade demands [1][2]. - Companies are pursuing restructuring not only to find new growth avenues but also to achieve industrial chain synergy [1]. Group 2: Industry Trends and Strategic Focus - Enterprises that align with the new quality productivity development factors are prioritized in this round of restructuring, with a focus on sectors like semiconductors and new energy [2]. - Many companies are planning restructurings to enhance their competitive edge and technical capabilities through the collaboration of different business strengths post-merger [2]. - The modifications to the restructuring measures and the "Six Guidelines for Mergers and Acquisitions" are transforming the capital market into a "resource allocation hub," emphasizing the shift towards "industrial value" [2]. Group 3: Legal and Compliance Considerations - Companies must strengthen legal oversight on transaction structures, information disclosure, and shareholder rights during the restructuring process to ensure compliance and value enhancement [3]. - As the restructuring market reform deepens, companies are advised to remain vigilant about regulatory dynamics and adjust strategies flexibly while managing risks [3].