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杰华特: 中信证券股份有限公司关于杰华特微电子股份有限公司联合投资人共同收购新港海岸(北京)科技有限公司部分股份暨关联交易的核查意见
Zheng Quan Zhi Xing·2025-09-01 13:08

Transaction Overview - The company plans to jointly acquire 66.2484% of the shares of New Port Coast (Beijing) Technology Co., Ltd. with two investment partners, Xiamen Jianda Xinjie Investment Partnership (Limited Partnership) and Xiamen Huijie Jiaying Enterprise Management Partnership (Limited Partnership) for a total price of 417.9656 million yuan [1][6] - The company will directly and indirectly hold a total of 35.3677% of New Port Coast's shares after the transaction, and will appoint one director to the target company [2][6] Investment Partners - Jianda Partnership was established with a total capital contribution of 25.5 million yuan, with the company contributing 7.59 million yuan, accounting for 29.7647% of the partnership [3][4] - Huijie Partnership has a total capital contribution of 5.002 million yuan, with the company contributing 5 million yuan through Huijie Private Equity Fund [5][6] Board Approval and Regulatory Compliance - The company's board of directors approved the transaction on August 29, 2025, with non-related directors voting in favor [6] - The transaction requires approval from the shareholders' meeting, and related parties will abstain from voting [6] Financial Implications - The transaction constitutes a related party transaction but does not qualify as a major asset restructuring under relevant regulations [6] - The total amount of related party transactions in the past 12 months has exceeded 30 million yuan, which is more than 1% of the company's latest audited total assets or market value [6]