江西联创光电科技股份有限公司第八届董事会第二十九次临时会议决议公告

Core Viewpoint - Jiangxi Lianchuang Optoelectronics Technology Co., Ltd. plans to repurchase shares from its subsidiary Xiamen Hualian Electronics Co., Ltd. for up to 319,932,200 yuan, which will increase its ownership from 50.01% to 76.34% after the capital reduction [2][8][10]. Group 1: Board Meeting Details - The board meeting was held on December 25, 2025, with all 9 directors present, and the meeting procedures complied with relevant laws and regulations [2][4]. - The board approved the proposal for the subsidiary to repurchase shares and reduce capital [2][10]. Group 2: Transaction Overview - The repurchase involves acquiring 44,591,000 shares, representing 34.49% of Hualian Electronics' total share capital, and will reduce its registered capital from 129,290,000 yuan to 84,699,000 yuan [8][10]. - The transaction has not yet signed a formal agreement and is subject to public transfer processes according to state asset transfer regulations [9][17]. Group 3: Purpose and Necessity of the Transaction - The transaction aims to enhance operational efficiency and allow Hualian Electronics to focus on high-end applications in industrial control and automotive electronics [11]. - By increasing its ownership, the company will gain absolute control over Hualian Electronics, facilitating decision-making and management [11][12]. Group 4: Financial Impact - Hualian Electronics has sufficient funds for the repurchase, with a cash balance of approximately 570 million yuan as of November 30, 2025, and a debt ratio of 52.21% [24]. - The payment terms are expected to be flexible, with an agreement for a two-year payment period [24]. Group 5: Evaluation and Pricing - The valuation of Hualian Electronics was assessed at 115,951.07 million yuan as of December 31, 2024, with a 25.74% increase in value based on the income approach [21][22]. - The transaction price is set at 31,993.22 million yuan, which is 80% of the assessed value, indicating a reasonable pricing strategy [15][23].