Core Viewpoint - The independent financial advisor, CITIC Securities, has provided an opinion on the implementation of Shenyang Machine Tool Co., Ltd.'s share issuance for asset acquisition and fundraising, confirming that all necessary legal and regulatory procedures have been followed [1][18][24]. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 100% equity of Shenyang Zhongjie Aerospace Machine Tool Co., Ltd. and Shenyang Machine Tool Zhongjie Friendship Factory Co., Ltd., as well as 78.45% equity of Tianjin Tianzhu Pressure Machine Co., Ltd. [5][6]. - The total amount of funds to be raised through the issuance is capped at 1.7 billion yuan, which will be used for high-end CNC processing center production line construction and other projects [6][17]. Group 2: Share Issuance Details - The share issuance price is set at 5.86 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [7][8]. - A total of 294,224,017 shares will be issued, representing 12.47% of the company's total share capital post-transaction [9][10]. Group 3: Regulatory Compliance - The transaction has received all necessary approvals, including from the board of directors and the China Securities Regulatory Commission [18][24]. - The independent financial advisor confirms that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [24][25]. Group 4: Asset Transfer and Verification - The equity transfer of the target assets has been completed, with the relevant registration documents issued by the market supervision authorities [20][21]. - The verification report confirms that the newly issued shares have been registered and will be included in the company's shareholder register [21][22]. Group 5: Management Changes - New appointments have been made in the company's management, including the addition of three vice presidents [22][25]. - There have been no significant changes in the management of the target companies involved in the transaction [22][25]. Group 6: Commitments and Compliance - All parties involved in the transaction have fulfilled their commitments regarding asset ownership and share lock-up periods [23][25]. - There have been no instances of fund or asset misappropriation by the actual controller or related parties during the transaction process [22][25].

Core Viewpoint - Shenyang Machine Tool has received approval from the Shenzhen Stock Exchange's M&A Review Committee for its asset acquisition and fundraising plan, which involves purchasing 100% equity of Zhongjie Factory and Zhongjie Aerospace, as well as 78.45% equity of Tianjin Tianzhuan, through a share issuance [1][2]. Group 1: Transaction Details - The total transaction price for the acquired assets is 172,415.27 million yuan, with Zhongjie Factory priced at 80,238.97 million yuan, Zhongjie Aerospace at 21,575.73 million yuan, and Tianjin Tianzhuan at 70,600.57 million yuan [3]. - The independent financial advisor for this transaction is CITIC Securities, with a team of designated financial advisors [2]. - The share issuance price for the asset acquisition is set at 5.86 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [4]. Group 2: Fundraising and Investment Projects - The company plans to raise up to 170,000.00 million yuan through the issuance of shares to no more than 35 specific investors, with the funds allocated for various projects including high-end CNC processing center construction and technology R&D [5][6]. - The total investment for the projects funded by the raised capital includes 31,034.11 million yuan for high-end CNC processing center construction and 36,914.55 million yuan for upgrading CNC machine tool production lines [6]. Group 3: Share Issuance and Ownership - The total number of shares to be issued for the asset acquisition is 294,224,017, which represents 12.47% of the company's total share capital post-transaction [8]. - The controlling shareholder of Shenyang Machine Tool remains the General Technology Group, with the actual controller being the State-owned Assets Supervision and Administration Commission of the State Council [7]. Group 4: Compliance and Regulatory Aspects - The transaction meets the criteria for a major asset restructuring as defined by the relevant regulations, with the acquired assets meeting over 50% of the company's corresponding indicators [9]. - The transaction is classified as a related party transaction due to the involvement of companies controlled by the same parent group [9].