Core Viewpoint - The document discusses the legal opinions regarding Hunan Friendship Apollo Commercial Co., Ltd.'s acquisition of 100% equity in Shenzhen Shangyangtong Technology Co., Ltd. through share issuance and cash payment, along with the associated fundraising and related transactions [1][2]. Group 1: Transaction Overview - Hunan Friendship Apollo plans to acquire 100% equity of Shenzhen Shangyangtong, which operates in the semiconductor power device sector, utilizing a Fabless business model [2][3]. - The transaction involves issuing shares and cash payments, along with raising supporting funds, categorized as a related party transaction [1][2]. Group 2: Target Asset Technology and Development - The target asset has achieved mass production of fourth-generation (7-micron Pitch) super junction MOSFET products, with performance indicators at an internationally advanced level [2][3]. - The company is developing fifth-generation super junction MOSFET products expected to achieve 5-micron Pitch and has completed mass production of second-generation IGBT technology with 2.4-micron Pitch [2][3]. - The target asset has a strong R&D team, with 72 R&D personnel, accounting for 53.73% of the total workforce, and has invested significantly in R&D, with expenses of approximately 65.13 million yuan and 66.96 million yuan in recent periods [2][3]. Group 3: Intellectual Property and Competitive Position - The target asset holds a total of 108 domestic and international patents, including 75 invention patents and 28 utility model patents, indicating a robust intellectual property portfolio [2][3]. - The company has established a knowledge management system to ensure timely and effective conversion of R&D results into intellectual property [7][10]. Group 4: Historical Development and Shareholder Structure - The target asset was established in June 2014, with significant changes in control and shareholding structure over the years, including multiple rounds of financing and share transfers [11][12]. - The document highlights the involvement of various financial investors and the implications of share transfers among existing shareholders, including low-priced transfers to employee stock ownership plans [11][12].