QA(SH:603758) Zheng Quan Zhi Xing·2025-07-10 12:17Core Viewpoint - The company plans to acquire 99% equity of Anhui Yigao Optoelectronics Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds for this transaction [1][2][3]. Meeting Details - The 10th meeting of the 5th Supervisory Board was held on July 10, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2]. Transaction Overview - The company intends to purchase 99% equity of Anhui Yigao Optoelectronics and raise supporting funds through issuing shares and cash [1][2]. - The transaction requires approval from the shareholders' meeting [2][3]. Issuance of Shares - The shares will be issued as non-public offerings to 12 transaction parties, who will subscribe to the shares with their holdings in Yigao Optoelectronics [2][3]. - The issuance price is set at 12.74 yuan per share, which is above the 80% threshold of the average trading price over the past 20 trading days [4][5]. Fundraising and Use of Proceeds - The total amount raised will not exceed 100% of the transaction price for acquiring assets, with the issuance quantity capped at 30% of the total share capital post-transaction [16][18]. - The raised funds will be used for cash payment in the transaction, project construction, intermediary fees, and to supplement the company's working capital [18][19]. Performance Commitments - The performance commitment includes achieving net profits of at least 70 million yuan, 80 million yuan, and 90 million yuan for the years 2025, 2026, and 2027 respectively, with a cumulative profit of no less than 240 million yuan over three years [11][12]. Lock-up Period - Certain shareholders will have a lock-up period of 36 months for shares acquired through this transaction, while others will have a 12-month lock-up period [6][7]. Regulatory Compliance - The transaction complies with various regulations, including the Major Asset Restructuring Management Measures and the Securities Issuance Registration Management Measures [21][22]. - The company has confirmed that there are no disqualifying conditions for the parties involved in the transaction [23][24]. Authorization and Governance - The board seeks authorization from the shareholders' meeting to handle all matters related to the transaction, including adjustments to the transaction price and issuance details [25][26].