哈森商贸（中国）股份有限公司关于暂不召开股东会的公告

Core Viewpoint - The company is planning to adjust its asset acquisition strategy by purchasing a 45% stake in Suzhou Langkes Precision Hardware Co., Ltd. instead of the previously intended 100% stake in Suzhou Chenling Optical Co., Ltd. This change aims to expedite the transaction process and improve operational efficiency while ensuring shareholder interests are maintained [4][10][17]. Group 1: Transaction Overview - The company intends to issue shares to acquire a 45% stake in Suzhou Langkes and raise matching funds through a share issuance [4][5]. - The original plan involved acquiring 100% of Suzhou Chenling Optical and 45% of Suzhou Langkes, but this has been revised due to disagreements on valuation with the counterparty [4][10]. - The adjusted transaction is expected not to constitute a major asset restructuring as defined by relevant regulations, and it will not lead to a change in control of the company [11][78]. Group 2: Board Meeting and Resolutions - The company's board held a meeting on December 14, 2025, where it approved the adjustment of the asset acquisition plan [6][21]. - The board's resolutions included the approval of the adjusted plan and the compliance of the transaction with relevant laws and regulations [24][79]. - The board's decisions are subject to shareholder approval in a future meeting [28][47]. Group 3: Financial Aspects - The company plans to raise funds through a private placement to specific investors, with the total amount not exceeding 100% of the transaction price [66][70]. - The shares issued for the acquisition will be priced based on the average trading price over a specified period, ensuring compliance with regulatory requirements [45][63]. - The funds raised will be used for transaction-related costs, project construction, and debt repayment [70][72]. Group 4: Regulatory Compliance - The transaction will require approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [11][78]. - The company has committed to adhering to all relevant legal and regulatory frameworks throughout the transaction process [81][83]. - The board has confirmed that the transaction will not affect the company's independence or lead to unfair related-party transactions [82].