渤海汽车系统股份有限公司关于提请股东大会批准免于发出要约的公告

Group 1 - The company plans to acquire 51% equity in Beijing Beiqi Mould Technology Co., Ltd., 51% equity in Hainachuan Andautuo (Langfang) Seat Co., Ltd., 100% equity in Inafa Intelligent Technology (Beijing) Co., Ltd., and 50% equity in Langfang Laini Wiring System Co., Ltd. through a combination of issuing shares and cash payment [36][43]. - The transaction constitutes a related party transaction as the counterparty, Hainachuan, is the controlling shareholder of the listed company [1]. - The board of directors has approved the transaction, which will require further approval from the shareholders' meeting [2][4]. Group 2 - The pricing for the shares issued in this transaction is set at 3.44 yuan per share, which is not lower than 90% of the average trading price over the previous 120 trading days [11][12]. - The transaction's pricing is based on an evaluation report from a qualified evaluation agency, ensuring fairness and compliance with relevant regulations [11][12]. - The company has committed to measures to mitigate the dilution of immediate returns resulting from the transaction [15]. Group 3 - The company has disclosed the independence of the evaluation agency and the rationale behind the evaluation assumptions and methods [8]. - The board has authorized the management to handle all matters related to the transaction, including adjustments to the restructuring plan as necessary [26]. - The company will not be required to prepare a report on the use of previous fundraising as it has not raised funds through public offerings in the last five accounting years [39][40]. Group 4 - The company will hold a shareholders' meeting on October 15, 2025, to discuss and vote on the proposed transactions [56][58]. - The meeting will allow for both on-site and online voting, ensuring participation from shareholders [59][60]. - The company has outlined the procedures for shareholders to register and participate in the meeting [66][67].