华虹公司: 董事会关于公司不存在《上市公司证券发行注册管理办法》第十一条规定的不得向特定对象发行股票的情形的说明
Zheng Quan Zhi Xing·2025-08-31 10:13

Core Viewpoint - The company intends to acquire a 97.4988% stake in Huali Microelectronics from four shareholders through a combination of issuing shares and cash payment, while ensuring compliance with the relevant regulations regarding stock issuance [1][2] Summary by Relevant Sections Transaction Details - The company plans to purchase the majority stake in Huali Microelectronics and raise supporting funds through this transaction [1] - The transaction involves four shareholders: Shanghai Huahong (Group) Co., Ltd., Shanghai Integrated Circuit Industry Investment Fund Co., Ltd., National Integrated Circuit Industry Investment Fund Phase II Co., Ltd., and Shanghai Guotou Xian Dao Integrated Circuit Private Investment Fund Partnership (Limited Partnership) [1] Compliance with Regulations - The board of directors has determined that the company does not fall under any prohibitive conditions outlined in Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" [1] - Specific conditions that were reviewed include: - No unauthorized changes to previous fundraising purposes without shareholder approval - Recent financial statements comply with accounting standards and disclosure rules - No recent administrative penalties or public reprimands against current directors or senior management by the China Securities Regulatory Commission (CSRC) - No ongoing criminal investigations or regulatory inquiries against the company or its management - No significant violations harming the company's interests or investors' rights by controlling shareholders or actual controllers in the last three years [1]