Group 1 - The company, Zhishu Technology Group, has signed a non-binding letter of intent for a potential acquisition of at least 51% of the shares of Shanghai Mingxiao Information Technology Co., Ltd. [1] - The target company is recognized as a national "little giant" high-tech enterprise in the field of transportation artificial intelligence and smart vehicle networking, with operations covering over 40 cities in China and overseas markets including Israel and Thailand [1] - The target company is led by experts and academicians in fields such as data security, artificial intelligence, big data, and vehicle-road collaboration, focusing on intelligent transportation and next-generation information technology for transportation infrastructure [1] Group 2 - The target company has accumulated a series of qualifications and honors, participating in the formulation of national industry standards for urban rail transit and next-generation smart trains [2] - It has received various certifications, including CMA/CNAS certification from the State Grid PAL organization, IRIS international railway industry standard certification, SIL2 international safety level certification, and the highest CMMI-5 level software maturity model certification [2] - The target company has been recognized as a Shanghai municipal enterprise technology center and as an innovative/high-tech/double-soft enterprise [2]

Core Viewpoint - The company intends to acquire at least 51% of the shares of Shanghai Mingxiao Information Technology Co., Ltd., a high-tech enterprise in the field of transportation artificial intelligence and smart vehicle networking, which is recognized as a national "little giant" specializing in innovation [1][2] Group 1: Acquisition Details - The company signed a non-binding letter of intent for a potential acquisition on August 20, 2025 [1] - The target company operates in over 40 cities across China, including major cities like Beijing, Shanghai, Guangzhou, and Shenzhen, as well as in international markets such as Israel and Thailand [1] - The target company is led by experts and academicians in fields such as data security, artificial intelligence, big data, and vehicle-road collaboration [1] Group 2: Business Potential - The board believes that the potential acquisition will enable the company to develop new business opportunities in the rapidly growing fields of transportation artificial intelligence and smart vehicle networking [2] - The acquisition is expected to expand the company's customer base and enhance its visibility in the market [2] - The board is confident that if the acquisition is realized, it will strengthen the company's competitive barriers and create strategic leverage for long-term shareholder value enhancement [2]

Core Viewpoint - The company intends to acquire at least 51% of the shares of Shanghai Mingxiao Information Technology Co., Ltd., a high-tech enterprise in the field of transportation artificial intelligence and smart vehicle networking, which is expected to enhance its business development and competitive edge in a rapidly growing industry [1][2]. Group 1: Acquisition Details - The company signed a non-binding letter of intent for a potential acquisition on August 20, 2025 [1]. - The target company operates in over 40 cities across China, including major cities like Beijing, Shanghai, Guangzhou, and Shenzhen, as well as in international markets such as Israel and Thailand [1]. - The target company is recognized as a "little giant" high-tech enterprise and has accumulated various qualifications and honors, including national industry standards for urban rail transit and certifications from international safety standards [1]. Group 2: Strategic Implications - The board believes that the potential acquisition will allow the company to develop new business opportunities in the transportation artificial intelligence and smart vehicle networking sectors, which are experiencing rapid growth both nationally and globally [2]. - The acquisition is expected to expand the company's customer base and enhance its visibility in the market [2]. - The board is confident that if the acquisition is realized, it will strengthen the company's core competitive barriers and create strategic leverage for long-term shareholder value enhancement [2].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 （於百慕達註冊成立之有限公司） （股份代號：1159） 自願公告 潛在收購事項意向書 本公告由智數科技集團有限公司（「本公司」）自願作出。 潛在收購事項意向書 於二零二五年八月二十日，本公司與潛在賣方（「潛在賣方」）簽訂了一份不具 法律約束力的潛在收購事項意向書（「收購意向書」），據此，本公司擬根據收購 意向書對上海鳴嘯信息科技股份有限公司（「目標公司」，連同其附屬公司統稱 為「目標集團」）進行不少於51%股權的潛在收購（「潛在收購事項」）。 1 主要交易條款 根據收購意向書所載之條款，本公司將收購目標公司不少於51%股權，而潛在 收購事項之最終對價將基於獨立估值師出具的估值報告及本公司完成法律及 財務盡職調查後的結果而釐定，並考慮行業可比交易價格範圍等因素。最終 對價將於正式協議中列明。 盡職審查 本公司及潛在賣方將繼續就潛在收購事項進行進一步談判，並簽訂具有約束 力的正式協議（「正式協議」）。 無 ...