康欣新材料股份有限公司 关于收购无锡宇邦半导体科技有限公司部分股权并对其增资方案调整的公告

Core Viewpoint - The company, Kangxin New Materials Co., Ltd., has approved an acquisition plan to acquire 51% of Wuxi Yubang Semiconductor Technology Co., Ltd. for a cash consideration of 391.68 million yuan, which has been adjusted to 346.72 million yuan, increasing the ownership stake to 55% [1][2]. Group 1: Acquisition Details - The pre-investment valuation of the target company has been adjusted from 688 million yuan to 550.4 million yuan, representing 80% of the original valuation [2]. - The company will use its own funds of 266.72 million yuan to acquire 1,038.6444 million yuan of registered capital, corresponding to 48.4593% of the equity before the capital increase and 42.3096% after [2]. - The cash expenditure for the acquisition has been reduced by 44.96 million yuan, from 391.68 million yuan to 346.72 million yuan, while increasing the equity stake from 51% to 55% [2]. Group 2: Agreement Adjustments - The service period for the core management team has been extended by two years, requiring them to remain with the company for seven years post-acquisition unless otherwise agreed [3]. - The non-compete period for the core management team has also been extended to seven years, prohibiting them from engaging in competitive businesses without prior written consent [3]. - The agreement includes a performance commitment regarding accounts receivable, requiring 90% of the net accounts receivable to be collected by December 31, 2031, with provisions for cash compensation if this target is not met [4]. Group 3: Corporate Governance - The adjusted acquisition plan has been approved by the company's board of directors with a unanimous vote of 9 in favor, and it does not require shareholder approval [4]. - The adjustments made to the acquisition plan are aimed at better protecting the interests of minority investors [4].