仕佳光子: 第四届董事会第六次会议决议公告

Group 1 - The company plans to acquire 82.3810% equity of Dongguan Fuke Xima Communication Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising matching funds [1][2] - The board of directors has approved the proposal for the acquisition and fundraising, which will be submitted to the shareholders' meeting for further approval [2][12] - The issuance of shares will be A-shares with a par value of RMB 1.00, and the shares will be listed on the Shanghai Stock Exchange [2][3] Group 2 - The issuance price for the shares will be set at 28.24 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [4][5] - The number of shares to be issued will be determined based on the transaction price, which is yet to be finalized, and will be disclosed in the restructuring report [5][9] - A lock-up period of 12 months will apply to shares obtained by most transaction parties, while a 6-month lock-up will apply to one specific party [6][10] Group 3 - The company will share profits and losses from the acquired assets based on the equity proportion held in the target company during the profit and loss attribution period [6][8] - The company intends to raise matching funds not exceeding 30% of the total transaction price through the issuance of shares to no more than 35 specific investors [8][10] - The funds raised will be used for working capital, cash payment for the transaction, intermediary fees, and transaction taxes [10][11] Group 4 - The transaction is expected to constitute a related party transaction due to the involvement of the optical electronics fund, which is a significant partner of the company [12][13] - The board has confirmed that the transaction does not constitute a major asset restructuring or a restructuring listing [12][14] - The company will ensure compliance with relevant regulations and guidelines throughout the transaction process [15][16]