江苏综艺股份有限公司第十二届董事会第二次会议决议公告

Group 1 - The company plans to acquire 43,233,494 shares of Jiangsu Jilai Microelectronics Co., Ltd., which will result in the company controlling over 50% of the voting rights of the target company, making it a subsidiary [4][64] - The board of directors held a meeting on August 8, 2025, where all seven directors participated, and the meeting was conducted in accordance with relevant laws and regulations [2][3] - The board approved multiple resolutions related to the transaction, including the assessment of compliance with legal requirements and the determination that the transaction constitutes a major asset restructuring [7][30] Group 2 - The transaction is valued at 220 million yuan, based on an assessment that determined the target company's net asset value to be 222.6533 million yuan and an assessed value of 267.1541 million yuan, resulting in a valuation increase of 44.5008 million yuan, or 19.99% [15][64] - The funding for the transaction will come from the company's own funds or legally raised funds, and the payment will be made in two installments [18][20] - The board has proposed to submit the transaction for shareholder approval and has indicated that the decision will remain valid for 12 months from the date of approval [22][56] Group 3 - The board confirmed that the transaction does not constitute a related party transaction, as there are no relationships between the target company and the company or its affiliates [28][29] - The company has taken necessary confidentiality measures regarding the transaction, ensuring compliance with relevant laws and regulations [48][49] - The board has also approved the appointment of an independent assessment agency to ensure the fairness of the transaction pricing and the independence of the assessment process [50][51]