国科微: 关于对中小投资者权益保护的有效措施的公告

Core Viewpoint - The company plans to acquire a 94.366% stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds from no more than 35 qualified investors [1] Group 1: Transaction Details - The transaction involves the acquisition of shares from multiple investors, including Ningbo Yongxin Integrated Circuit Equity Investment Co., Ltd. and others [1] - The company will issue shares to raise supporting funds for the acquisition [1] - The transaction is classified as a related party transaction and has undergone independent board review [2][3] Group 2: Investor Protection Measures - The company commits to strict compliance with information disclosure obligations to protect investors, especially minority shareholders [2] - A network voting platform will be provided for shareholders to participate in the decision-making process [4] - The controlling shareholders and actual controllers will voluntarily abstain from voting on the transaction to ensure fairness [4] Group 3: Fair Pricing Assurance - The company will hire qualified auditing and evaluation firms to ensure fair pricing of the acquired assets [3] - Independent directors will provide opinions on the fairness of the asset valuation [3] Group 4: Post-Transaction Integration and Governance - The transaction aims to enhance operational efficiency through deep integration with the target company, focusing on supply chain management and technology development [9] - The company has established a robust governance structure to ensure independent operation and effective management [9][10] - Measures will be implemented to improve operational efficiency and control costs post-transaction [10] Group 5: Profit Distribution and Return Mechanism - The company has outlined a profit distribution policy that aligns with legal requirements and aims to optimize investor returns [10] - Commitments have been made by controlling shareholders and management to ensure that the measures to mitigate the dilution of immediate returns are effectively implemented [11]