上海新相微电子股份有限公司 第二届董事会第九次会议决议公告

Group 1 - The company held its second board meeting on August 8, 2025, with all 9 directors present, confirming compliance with relevant laws and regulations [2][4] - The board approved the termination of the plan to issue shares, convertible bonds, and cash for asset acquisition, authorizing management to handle the termination [3][10] - The decision to terminate the transaction was made due to the inability of the parties involved to reach a consensus on the final plan, ensuring the protection of the company's and shareholders' interests [11][12] Group 2 - The company had previously planned to acquire 100% equity of Shenzhen Aisheng Technology Co., Ltd. through the issuance of shares, convertible bonds, and cash, which was expected to meet the criteria for a major asset restructuring [7][8] - The company followed all legal requirements and disclosed relevant risks and uncertainties during the transaction process, including a suspension of trading since March 3, 2025 [8][9] - The termination of the transaction is not expected to adversely affect the company's current operations or strategic development [15] Group 3 - The company committed to not planning any major asset restructuring within one month following the announcement of the termination [16] - An investor briefing is scheduled for August 11, 2025, to address investor concerns regarding the termination of the major asset restructuring [17][19] - The company will provide a platform for investors to submit questions prior to the briefing, ensuring transparency and communication [20][23]