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国科微: 关于公司发行股份及支付现金购买资产并募集配套资金暨关联交易符合《上市公司监管指引第9号——上市公司筹划和实施重大资产重组的监管要求》第四条规定的说明

Core Viewpoint - The company plans to acquire equity stakes in various investment firms and funds to enhance its capabilities in the semiconductor industry, particularly in high-end filter and MEMS manufacturing, thereby supporting the growth of China's semiconductor supply chain [1][3]. Group 1: Transaction Details - The company intends to purchase shares from multiple investment entities, including Ningbo Yongxin Integrated Circuit Investment Co., Ltd. and others, through a combination of issuing shares and cash payments [1]. - The transaction is designed to comply with the regulatory requirements outlined in the "Guidelines for the Supervision of Listed Companies on Major Asset Restructuring" [2]. Group 2: Regulatory Compliance - The board has conducted a careful assessment to ensure that the transaction meets the necessary regulatory standards, including environmental approvals and industry access [2]. - The company confirms that it remains independent from its controlling shareholders and will maintain this independence post-transaction, aligning with the regulations set by the China Securities Regulatory Commission [2][3]. Group 3: Strategic Implications - Upon completion of the transaction, the company will enhance its production capabilities in specialized manufacturing processes, creating a dual-driven system of digital chip design and analog chip manufacturing [3]. - The company aims to expand its market presence in high-demand sectors such as smartphones and smart connected vehicles, significantly improving its service capabilities for core industry clients [3].