Core Viewpoint - *ST Yushun (002289.SZ) has become a market focus due to a significant acquisition proposal worth 3.35 billion yuan, aimed at acquiring 100% equity of three companies that constitute the "Beijing Fangshan Zhong'en Cloud Data Center" [1] Group 1: Acquisition Details - The acquisition involves three companies: Beijing Shenhui Biyuan Cloud Computing Technology Co., Ltd., which holds land and property rights; Zhong'en Cloud (Beijing) Data Technology Co., Ltd., which owns core infrastructure; and Zhong'en Cloud (Beijing) Data Information Technology Co., Ltd., which holds a key operating license [1] - The projected revenues for these companies are 735 million yuan, 815 million yuan, and 218 million yuan for the years 2023, 2024, and the first quarter of 2025, respectively, with net profits of approximately 94.78 million yuan, 173 million yuan, and 44.91 million yuan [1] Group 2: Seller and Asset Valuation - The seller is controlled by Gaw Capital Partners, a well-known international real estate private equity fund, and the core asset was sold to them for 463 million yuan five years ago [3] - The asset's valuation has surged due to the scarcity of data center resources in Beijing, where new constructions are heavily restricted [4] Group 3: Client Dependency and Risks - The target companies derive 100% of their revenue from a single client, referred to as "Internet Client A," raising concerns about the stability and credit risk associated with this client [4] - The contract with this client allows for termination with a 90-day notice after the seventh year, introducing uncertainty into the revenue stream [4] Group 4: Financial Condition of *ST Yushun - *ST Yushun has reported a net loss of 17.57 million yuan for 2024, with a negative cash flow of approximately 40.12 million yuan [5] - The company’s financial situation raises questions about the source of funds for the acquisition, particularly a promised 1.7 billion yuan loan from its controlling shareholder, Shanghai Fengwang, which has negative net assets and zero revenue [6][7] Group 5: Corporate Governance and Risk Management - The governance structure of *ST Yushun has undergone significant changes, including a board restructuring that faced legal challenges, and the hiring of a new accounting firm to mitigate audit risks [8] - Key individuals in the company are also linked to another listed company, Jiao Da Ang Li (600530.SH), indicating potential conflicts of interest [8]

Core Viewpoint - The independent directors of Shenzhen Yushun Electronics Co., Ltd. convened a special meeting to review and approve several proposals related to a significant asset acquisition, confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Meeting Details - The second special meeting of independent directors was held on July 11, 2025, with all three independent directors present [1]. - The meeting was convened and chaired by Ms. Xue Wenjun, adhering to legal and regulatory requirements [1]. Group 2: Asset Acquisition Proposals - The independent directors reviewed and approved a proposal for purchasing assets that meet the criteria for significant asset restructuring, with total asset and net income indicators exceeding 50% [2]. - The transaction does not involve related parties, ensuring it does not constitute a related party transaction [2]. - The asset purchase plan was deemed compliant with relevant laws and beneficial for the company's long-term development and market competitiveness [2][4]. Group 3: Legal and Regulatory Compliance - The transaction was confirmed to meet the requirements of the Company Law, Securities Law, and other regulatory guidelines, ensuring the legality of the asset purchase [3][4]. - The asset ownership is clear, and there are no legal obstacles to the transfer of assets post-acquisition [4][8]. Group 4: Financial and Operational Impact - The transaction is expected to enhance the company's operational capabilities and financial health, without introducing new related parties or competition [8][14]. - The independent directors recognized the fairness and reasonableness of the transaction pricing, ensuring no harm to the interests of shareholders, especially minority shareholders [14]. Group 5: Confidentiality and Compliance Measures - The company has implemented necessary confidentiality measures to protect sensitive information related to the transaction [13]. - All legal procedures and documentation for the transaction have been completed and are in compliance with relevant regulations [10]. Group 6: Previous Transactions - The company disclosed that it had not engaged in any other asset transactions within the past 12 months that would affect the current acquisition's classification as a significant asset restructuring [11]. Group 7: Stock Price Movement - The company's stock price increased by 49.89% from March 24, 2025, to April 22, 2025, prior to the announcement of the transaction, indicating positive market sentiment [12]. Group 8: Financing Arrangements - The company plans to apply for a loan of RMB 1.7 billion from its controlling shareholder to meet funding needs, with terms that do not require collateral [14].