UCAP(SH:688228) Zheng Quan Zhi Xing·2025-08-24 16:13Core 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: Transaction Details - The company intends to acquire 70% of Nanning Taike's equity by transferring operational assets related to storage products from Jintaike to Nanning Taike [1][2]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, and the transaction is subject to the completion of audit and assessment work [2][3]. - The board of directors has unanimously approved the acquisition proposal, with all three independent directors voting in favor [2][3][4]. Group 2: Financing and Share Issuance - The company plans to issue shares to acquire an additional 30% stake in Nanning Taike, contingent upon the successful completion of the cash acquisition of the 70% stake [3][5]. - The share issuance will involve a non-public offering to no more than 35 specific investors, with the total amount raised not exceeding 100% of the transaction price for the share acquisition [5][10]. - The share price for the issuance will be set at no less than 80% of the average trading price over the previous 20 trading days prior to the pricing date [6][10]. Group 3: Regulatory Compliance - The board has confirmed that the transaction complies with relevant laws and regulations, including the Company Law and the Major Asset Restructuring Management Measures [4][12]. - The transaction is classified as a related party transaction due to the potential for Jintaike to hold over 5% of the company's shares post-transaction [12][13]. - The company has established confidentiality measures and ensured the completeness and compliance of the legal documents related to the transaction [15][20].