Core Viewpoint - The company is planning a significant asset acquisition involving the purchase of a 70% stake in Nanning Taike Semiconductor Co., Ltd. from Shenzhen Jintaike Semiconductor Co., Ltd. through cash payment, which is expected to constitute a major asset restructuring [1][2][3]. Group 1: Meeting Details - The third session of the Supervisory Board's 23rd temporary meeting was held on August 22, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1]. - The meeting's resolutions were passed unanimously with 3 votes in favor, 0 against, and 0 abstentions [2][3]. Group 2: Asset Acquisition Proposal - The company intends to acquire 70% of Nanning Taike's equity by paying cash, with the operational assets of the storage product business being transferred to Nanning Taike [2][3]. - The final transaction price will be based on an evaluation report from a qualified asset appraisal agency, and the transaction is expected to be a major asset restructuring [2][3]. Group 3: Share Issuance and Fundraising - The company plans to issue shares to acquire an additional 30% stake in Nanning Taike and raise matching funds, contingent upon the completion of the cash acquisition of the 70% stake [3][4]. - The total amount of funds raised will not exceed 100% of the transaction price for the share issuance [5][10]. Group 4: Regulatory Compliance - The Supervisory Board confirmed that the proposed transactions comply with relevant laws and regulations, including the Company Law and the Major Asset Restructuring Management Measures [2][4][14]. - The transactions are classified as related party transactions due to the shareholding changes post-acquisition [13][14]. Group 5: Stock Issuance Details - The share issuance price is set at 52.64 yuan per share, not lower than 80% of the average trading price over the previous 20 trading days [6][10]. - The shares issued for fundraising will be subject to a lock-up period of 6 to 36 months, depending on the duration of the asset holding prior to subscription [8][11]. Group 6: Future Steps and Conditions - The resolutions are valid for 12 months from the date of submission to the shareholders' meeting for approval [3][12]. - The company will hold a shareholders' meeting to approve the final transaction price and the number of shares to be issued after the asset evaluation is completed [10][12].
开普云: 第三届监事会第二十三次临时会议决议公告