航天时代电子技术股份有限公司董事会2025年第十四次会议决议公告

Group 1 - The board of directors of Aerospace Times Electronics Technology Co., Ltd. approved an asset swap and related party transaction proposal to enhance operational quality and focus on the core business of aerospace electronic information [4][5][12] - The asset swap involves the exchange of assets between the company and its controlling shareholder, China Aerospace Times Electronics Co., Ltd., with cash adjustments for any differences in asset values [10][11][23] - The independent directors conducted a prior review of the related party transaction and expressed their agreement [5][14] Group 2 - The asset swap includes the transfer of 100% equity of Aerospace Xinghua Co., Ltd. from the subsidiary Times Optoelectronics Co., Ltd. for 58% equity of Xi'an Taiyi Co., Ltd. held by Xi'an Microelectronics Institute [10][13] - The total estimated value of the related party transaction is approximately 94,009.52 million yuan, which, when combined with previous transactions, exceeds 135,744.72 million yuan, necessitating shareholder approval [10][14] - The asset swap is not expected to constitute a major asset restructuring as the involved assets do not exceed 50% of the relevant financial indicators of the listed company [11][23] Group 3 - The asset swap aims to optimize the asset structure and improve financial conditions by divesting from less strategic business areas while enhancing core competencies in aerospace electronic information and unmanned systems [23][24] - The transaction will not involve the issuance of shares and will not affect the company's equity structure [24] - The completion of the asset swap is contingent upon the approval and filing procedures with relevant state-owned asset management departments [25]