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Core Viewpoint - The company, TaiLing Microelectronics, plans to acquire 100% equity of Shanghai Panqi Microelectronics through a combination of share issuance and cash payment, while also raising supporting funds [2][4]. Group 1: Acquisition Details - The acquisition involves purchasing the entire equity of Panqi Micro from 26 parties, including STYLISH and Shanghai Xinfan [4]. - The company intends to raise funds through a private placement to no more than 35 specific investors, with the issuance price set at no less than 80% of the average trading price over the previous 20 trading days [4]. - The total amount of raised funds will not exceed 100% of the asset purchase price, and the number of shares issued will not exceed 30% of the total share capital before the issuance [4]. Group 2: Fund Utilization - The raised funds will be used for cash payment in the transaction, intermediary fees, taxes, and to supplement working capital for both the company and the target company, as well as debt repayment and project construction [4]. - The proportion of funds used for working capital and debt repayment will not exceed 25% of the asset purchase price or 50% of the total raised funds [4]. Group 3: Performance Commitments - The transaction will include performance commitments and compensation arrangements, which will be determined after the completion of auditing and evaluation work [5]. Group 4: Financial Performance of Target Company - Panqi Micro, a high-tech enterprise specializing in low-power wireless IoT chip development, has not yet achieved profitability, with losses of 42.01 million yuan and 32.39 million yuan in 2023 and 2024, respectively [6][7]. - In the first half of 2025, Panqi Micro reported revenue of 75.69 million yuan, with a loss of 213,140 yuan [7]. Group 5: Synergies and Growth Potential - Post-acquisition, TaiLing Micro is expected to enhance its product offerings in the low-power Bluetooth sector and create a comprehensive IoT wireless connection platform, thereby expanding its overall sales scale [7][9]. - The company reported a revenue of 503 million yuan in the first half of 2025, a 37.72% increase year-on-year, with a net profit of 101 million yuan, up 274.58% [9]. Group 6: Control Structure - The acquisition will not change the control structure of TaiLing Micro, which has no controlling shareholder, and the actual controller remains Wang Weihang [9].