渤海汽车系统股份有限公司第九届董事会第十三次会议决议公告

Group 1 - The company plans to acquire 51% equity in Beijing Beiqi Mould Technology Co., Ltd., 51% equity in Langfang Andautuo Seat Co., Ltd., 100% equity in Inafa Intelligent Technology (Beijing) Co., Ltd., and 50% equity in Langfang Leoni Wiring Systems Co., Ltd. through a combination of issuing shares and cash payment [2][5] - The total valuation of the target companies is approximately 5.37 billion yuan, with a transaction price of approximately 2.73 billion yuan, which includes 2.32 billion yuan in share payment and 409.25 million yuan in cash payment [6][21] - The company intends to raise up to 1.38 billion yuan through issuing shares to no more than 35 specific investors to fund the acquisition and other projects [5][37] Group 2 - The share issuance price is set at 3.44 yuan per share, which is not less than 90% of the average trading price over the previous 120 trading days [8][60] - The issuance of shares and cash payment for the acquisition is not contingent on the successful raising of funds, meaning the company will cover any shortfall with its own funds if necessary [27][38] - The company will implement a lock-up period of 36 months for shares acquired through this transaction, with extensions possible under certain conditions [23][36] Group 3 - The company will sign performance compensation agreements with the transaction counterpart to ensure the performance of the acquired assets [29] - The resolutions related to the share issuance and cash payment for asset acquisition are valid for 12 months from the date of approval by the shareholders' meeting [30][40] - The company has obtained independent audit and asset evaluation reports to support the transaction, ensuring compliance with relevant regulations [54][57]