思科瑞: 成都思科瑞微电子股份有限公司关于全资子公司通过增资实施股权激励及公司放弃优先认购权暨关联交易的公告

Core Viewpoint - Chengdu Sike Rui Microelectronics Co., Ltd. plans to increase the registered capital of its wholly-owned subsidiary, Hainan Guoxing Fei Ce Technology Co., Ltd., from 60 million yuan to 70.588236 million yuan, with the additional capital being contributed by Hainan Guoxing Technology R&D Center (Limited Partnership) [1][2] Summary by Sections Overview of the Capital Increase and Related Transactions - The capital increase aims to optimize the capital structure of Guoxing Fei Ce and establish a long-term incentive mechanism to enhance operational efficiency and core competitiveness [2][7] - Hainan Guoxing Technology will contribute 10.588236 million yuan, acquiring 15% equity in Guoxing Fei Ce, while the company's ownership will decrease to 85% [2][6] Related Party Transactions - The transaction constitutes a related party transaction as Wu Changnian, the company's board secretary, is also the executive partner of Guoxing Technology [2][3] - The company has not engaged in any related party transactions exceeding 30 million yuan in the past 12 months, thus no shareholder meeting is required for approval [3] Financial Data of Guoxing Fei Ce - As of June 30, 2025, Guoxing Fei Ce reported total assets of approximately 31.47 million yuan and net assets of about 31.11 million yuan [6][7] - The company has not generated any revenue in the reported periods [6] Changes in Shareholding Structure - Before the capital increase, Guoxing Fei Ce was a wholly-owned subsidiary. Post-increase, the shareholding structure will be as follows: Chengdu Sike Rui Microelectronics Co., Ltd. will hold 85% and Hainan Guoxing Technology will hold 15% [5][8] Purpose and Impact of the Capital Increase - The capital increase is intended to attract and retain talent, aligning interests among stakeholders and promoting shared growth [10][11] - The transaction will not affect the company's consolidated financial statements or operational results significantly [11] Approval Process - The independent directors and the board of directors have approved the capital increase and related transactions, confirming their alignment with the company's long-term strategy [11][12] - The supervisory board also supports the transaction, indicating no harm to the interests of the company and its shareholders [12]