Core Viewpoint - Shenzhen Zhishang Technology Co., Ltd. plans to acquire 99.8555% equity of Shenzhen Hengyang Data Co., Ltd. The independent financial advisor, Wukuang Securities, has provided a special review opinion addressing key issues related to the target asset's operations and financial status, indicating high reliance on major client Alibaba and a significant decline in gross margin for smart computing products, although the company asserts that the collaboration is sustainable and does not pose significant adverse effects on ongoing operations [1][2]. Group 1: Business Model and Revenue - Hengyang Data focuses on the R&D and sales of smart computing and data processing products, with core products including AI computing clusters and integrated intelligent computing machines. The business model is centered on R&D design, with production mainly outsourced to external manufacturers. Revenue for the years 2023, 2024, and Q1 2025 is projected at 215 million, 455 million, and 178 million respectively, with smart computing product revenue increasing from 32.83% to 91.48% of total revenue [2][4]. - The growth of Hengyang Data's business is heavily dependent on orders from Alibaba and its designated manufacturer, Xinhua San. Sales to Xinhua San amounted to 101 million and 56 million in the last year and the first quarter of 2025, accounting for 33.97% and 30.68% of total revenue [2][4]. Group 2: Financial Performance - Hengyang Data's revenue shows significant volatility, with smart computing product revenue reaching 264 million in 2024, a 271.83% increase from 2023, but dropping to 163 million in Q1 2025. The company attributes this fluctuation to product delivery cycles and customer procurement rhythms [4][6]. - The concentration of customers is notable, with sales to Alibaba increasing from 26.84% in 2023 to 79.81% in Q1 2025. Despite the high dependency on a major client, Wukuang Securities notes that Alibaba, as a leading player in the domestic cloud computing market, plans to invest 380 billion in AI infrastructure over the next three years, suggesting a sustainable partnership for Hengyang Data [4][6]. Group 3: Gross Margin Trends - The gross margin for sales to Alibaba has been declining, with figures of 55.39%, 28.38%, and 9.91% over the reporting periods. This decline is attributed to price adjustments following the transition to large-scale delivery and market competition, aligning with the industry norm of "high initial, stable later" gross margins for customized products [3][4]. - Overall gross margin for Hengyang Data's smart computing business has also decreased from 55.48% to 12.65% during the reporting period. The company anticipates that the launch of new products like NSA.A5 and Beidou Seven Stars 2.0 will alleviate these adverse factors by 2026 [4][6]. Group 4: Production and Supply Chain - Hengyang Data employs a "R&D + sales" business model, outsourcing low-value-added production processes to external manufacturers. The top two suppliers, NationGate and Zhuhai Yibo Technology, accounted for 85.68%, 98.61%, and 98.39% of procurement in the reporting periods [5][6]. - The company maintains that its pricing with suppliers is based on competitive bidding and that it will continue to focus on R&D while outsourcing production. As of March 2025, the company's inventory value stands at 172 million, primarily related to a data application solution project for a major client, which is expected to be delivered within 2025 [5][6].