Core Viewpoint - The company intends to acquire controlling interest in Wuxi Indichip Microelectronics Technology Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments, which will involve 40 transaction parties [1][2][3]. Group 1: Meeting Details - The third independent director meeting of the company was held on May 19, 2025, via telecommunication, with all three independent directors present [1]. - The meeting was convened in accordance with relevant laws and regulations, confirming its legality and validity [2]. Group 2: Transaction Approval - The independent directors unanimously approved the proposal for the company to issue shares, convertible bonds, and cash to acquire assets and raise matching funds, which will be submitted to the board for further review [2][3]. - The transaction will result in Wuxi Indichip Microelectronics becoming a subsidiary of the company upon completion [1][3]. Group 3: Fundraising and Asset Purchase - The company plans to issue shares and convertible bonds to purchase the controlling interest in Indichip Microelectronics, with the final transaction price to be determined based on an evaluation report [3][4]. - The fundraising will involve issuing shares to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price [3][5]. Group 4: Share Issuance Details - The shares issued for the asset purchase will be ordinary A shares with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [5][6]. - The issuance price is set at RMB 20.40 per share, which is not lower than 80% of the average trading price over the previous 20 trading days [6][7]. Group 5: Convertible Bonds - The company will issue convertible bonds with a face value of RMB 100 each, with the number of bonds to be determined based on the transaction price [9][10]. - The initial conversion price for the bonds will be aligned with the share issuance price, subject to adjustments for any corporate actions [10][11]. Group 6: Lock-up Period and Profit Sharing - Shares obtained by transaction parties will be subject to a 12-month lock-up period post-issuance, with specific conditions for release [8][12]. - The retained earnings before the transaction will be shared among new and existing shareholders based on their ownership ratios after the transaction [9][12]. Group 7: Regulatory Compliance - The independent directors confirmed that the transaction complies with relevant laws and regulations, and it is expected to constitute a significant asset restructuring without changing the company's control [16][17]. - A framework agreement will be signed with the transaction parties to clarify rights and obligations related to the asset purchase [17].
信邦智能: 第三届董事会独立董事2025年第一次专门会议决议