开普云: 第三届董事会第二十六次临时会议决议公告

Core Viewpoint - The company plans to acquire 70% of the equity of 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: Major Asset Purchase - The company intends to purchase 70% of the equity of Nanning Taike from Jintaike, with the operational assets of Jintaike's storage products business being transferred to Nanning Taike [1][2][3]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, and the transaction is expected to be a major asset restructuring [2][3][4]. Group 2: Issuance of Shares - The company plans to issue shares to acquire an additional 30% of Nanning Taike's equity and raise matching funds, contingent upon the completion of the cash acquisition of the 70% stake [4][5]. - The issuance of shares will be priced at no less than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [7][11]. Group 3: Related Transactions - The acquisition of the 70% stake constitutes a related transaction, as the controlling shareholder and related parties will transfer shares to a new entity that will hold over 5% of the company's shares post-transaction [15][16]. - The company has conducted a thorough self-examination and believes the transaction complies with relevant laws and regulations [5][16]. Group 4: Approval and Voting Results - The board of directors approved the major asset purchase and share issuance with a voting result of 6 votes in favor, 0 against, and 2 abstentions [2][5][14]. - The resolutions are valid for 12 months from the date of submission to the shareholders' meeting for approval [3][10][12].