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深圳市兴森快捷电路科技股份有限公司第七届董事会第八次会议决议公告

Group 1 - The company held its seventh board meeting on June 11, 2025, to discuss the acquisition of a 24% stake in its subsidiary, Guangzhou Xinke Semiconductor Co., Ltd. [2][5][9] - The board approved the purchase at a base price of 319.987727 million yuan, to be funded through raised and self-raised funds [5][10][12] - The transaction is subject to the approval of relevant government authorities and does not require shareholder approval [12][21] Group 2 - The counterparty for the transaction is the National Integrated Circuit Industry Investment Fund Co., Ltd., which holds a 24% stake in Guangzhou Xinke [13][14] - The fund has a registered capital of 9.872 billion yuan and is primarily involved in equity investment and asset management [14] - The transaction aims to strengthen the company's control over its subsidiary and enhance decision-making efficiency [21] Group 3 - If the company successfully acquires the stake, it will hold a 90% direct stake in Guangzhou Xinke, further consolidating its position [16] - The valuation of the stake is based on a recent assessment, with the total equity value of Guangzhou Xinke estimated at 1.224 billion yuan [19] - The company is committed to ensuring that the transaction does not harm the interests of its shareholders [21]