衢州信安发展股份有限公司关于发行股份购买资产事项的进展暨无法在规定时间内发出召开股东会通知的专项说明

Core Viewpoint - The company is progressing with the issuance of shares to acquire assets from Guangdong Xian Dao Rare Materials Co., Ltd. and other shareholders, but it will not be able to notify shareholders for a meeting within the stipulated timeframe due to incomplete intermediary work and the need for further discussions on transaction details [2][3][7]. Group 1: Transaction Overview - The company plans to acquire 95.4559% of Xian Dao Electric Technology Co., Ltd. shares from 48 shareholders through a share issuance and will also raise supporting funds from no more than 35 specific investors [3]. - The transaction is expected to be classified as a related party transaction but is not anticipated to constitute a major asset restructuring or a restructuring listing [3]. Group 2: Historical Disclosure - The company’s stock was suspended from trading starting July 30, 2025, due to the planned issuance of shares for asset acquisition, with subsequent announcements detailing the progress of this matter [4][5]. - The board meetings held on August 12, 2025, approved the transaction plan, and the stock resumed trading on August 13, 2025 [4]. Group 3: Progress of the Transaction - Since the disclosure of the transaction plan, the company and relevant parties have been actively working on the transaction [6]. - As of the announcement date, the intermediary work related to the restructuring is still incomplete, and the financial data of the target company has expired, necessitating an updated audit and due diligence [7]. Group 4: Shareholder Meeting Notification - According to regulations, the company must notify shareholders of a meeting within six months of the initial board resolution, which was on August 13, 2025. However, due to ongoing intermediary work and the expiration of financial data, the company will not meet this deadline [8]. - The company will reconvene the board to review the transaction once the necessary work is completed and will follow legal and regulatory procedures for subsequent disclosures [9]. Group 5: Future Arrangements - The company and relevant parties are continuing to advance the transaction, with ongoing updates required for financial data and related audits [9]. - The company will hold another board meeting to review the transaction once all necessary conditions are met [9].