泰凌微: 独立董事专门会议关于公司发行股份及支付现金购买资产并募集配套资金相关事项的审核意见

Core Viewpoint - The company plans to acquire equity in Shanghai Panqi Microelectronics Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds for this transaction [1][2]. Summary by Sections Transaction Overview - The transaction involves the purchase of equity in Panqi Micro and the raising of supporting funds, which complies with relevant laws and regulations [1][2]. - The independent directors have conducted a thorough review and concluded that the company meets the legal requirements for this transaction [1][3]. Compliance and Shareholder Interests - The transaction plan adheres to all relevant legal and regulatory requirements, ensuring that the interests of minority shareholders are not harmed [2][3]. - There are no existing relationships between the transaction parties and the company, and post-transaction, the shareholding of the transaction parties is expected to be below 5% [2][3]. Valuation and Control - The audit and valuation of the target assets are still in progress, and preliminary estimates suggest that the transaction may not meet the criteria for a major asset restructuring [2][3]. - The actual controller of the company has not changed in the past 36 months, and the transaction will not alter the control of the company [2][3]. Legal Procedures and Agreements - The company has followed all necessary legal procedures for the transaction, ensuring that all documentation is valid and compliant with regulations [5][6]. - The company has agreed to sign a conditional agreement for the issuance of shares and cash payment for the asset purchase, with further agreements to be made post-audit and valuation [5][6]. Confidentiality Measures - The company has established strict confidentiality protocols and has taken necessary measures to protect sensitive information related to the transaction [6].