Core Viewpoint - Anhui Fulede Technology Development Co., Ltd. plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd. and raise supporting funds, which has been approved by the China Securities Regulatory Commission [1] Group 1: Important Commitments by the Company and Management - The company guarantees the authenticity, accuracy, and completeness of the information provided, ensuring no false records, misleading statements, or significant omissions exist [2][3] - The company commits to providing true, accurate, and complete original written materials or copies to all intermediary institutions involved in the restructuring [2][3] - The company has fulfilled its statutory disclosure and reporting obligations, with no undisclosed contracts, agreements, arrangements, or other matters [2][3] Group 2: Legal and Compliance Commitments - The company confirms it is legally established and in good standing, meeting the qualifications for participating in the restructuring as per relevant laws and regulations [6][19] - The company assures that there are no circumstances that would prevent it from issuing shares to specific objects as per the regulations [6][19] - The company commits to not using its assets to provide guarantees for debts of itself or other controlled entities [13] Group 3: Avoidance of Conflicts of Interest - The company and its controlling shareholders will not engage in any business that competes with the company’s operations, ensuring the independence of the company’s operations [14] - The company will ensure that any necessary related transactions are conducted at fair market prices to protect the interests of the company and its shareholders [15] Group 4: Share Lock-up and Transfer Commitments - The company commits that shares obtained through this transaction will not be transferred for 36 months post-issuance, with specific conditions for extension based on stock performance [24][26] - The company will not reduce its holdings in the company during the restructuring period and will comply with any stock increase arrangements [10][24]
富乐德: 关于发行股份、可转换公司债券购买资产并募集配套资金暨关联交易相关方承诺事项的公告