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 a share issuance to acquire 95.4559% of the shares of Guangdong Xian Dao Rare Materials Co., Ltd. and is also raising supporting funds through a stock issuance to no more than 35 specific investors, which is expected to constitute a related party transaction but not a major asset restructuring or a restructuring listing [3]. Group 1: Transaction Overview - The company plans to purchase shares from 48 shareholders of Xian Dao Electronic Technology Co., Ltd. through a share issuance [3]. - The transaction is anticipated to be a related party transaction and is not expected to be classified as a major asset restructuring [3]. Group 2: Historical Disclosure - The company’s stock was suspended from trading starting July 30, 2025, due to the planned share issuance and fundraising [4]. - The board meetings on August 12, 2025, approved the transaction proposal, and the stock resumed trading on August 13, 2025 [4]. Group 3: Progress of the Transaction - As of the announcement date, the company is actively working on the transaction, but due to incomplete work by intermediaries and the need for further discussions, it is unable to notify shareholders of a meeting within the six-month period following the initial board resolution [6]. - The financial data of the target company has expired, necessitating an updated audit and due diligence [6]. Group 4: Shareholder Meeting Notification - The company is required to issue a notice for a shareholder meeting within six months of the initial board resolution, which is due by February 12, 2026 [7]. - The company is unable to meet this deadline due to incomplete intermediary work and the need for updated financial data [7]. Group 5: Future Arrangements - The company and relevant parties are continuing to advance the transaction, with ongoing work related to audits, evaluations, and due diligence [8]. - The company will reconvene the board to review the transaction once the necessary work is completed and will comply with legal and regulatory requirements for subsequent procedures and disclosures [8].