Core Viewpoint - The company intends to acquire controlling interest in Wuxi Indichip Microelectronics Technology Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments, which will involve 40 transaction parties [1][2][3]. Group 1: Meeting Details - The third independent director meeting of the company was held on May 19, 2025, via telecommunication, with all three independent directors present [1]. - The meeting was convened in accordance with relevant laws and regulations, confirming its legality and validity [2]. Group 2: Transaction Approval - The independent directors unanimously approved the proposal for the company to issue shares, convertible bonds, and cash to acquire assets and raise matching funds, which will be submitted to the board for further review [2][3]. - The transaction will result in Wuxi Indichip Microelectronics becoming a subsidiary of the company upon completion [1][3]. Group 3: Fundraising and Asset Purchase - The company plans to issue shares and convertible bonds to purchase the controlling interest in Indichip Microelectronics, with the final transaction price to be determined based on an evaluation report [3][4]. - The fundraising will involve issuing shares to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price [3][5]. Group 4: Share Issuance Details - The shares issued for the asset purchase will be ordinary A shares with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [5][6]. - The issuance price is set at RMB 20.40 per share, which is not lower than 80% of the average trading price over the previous 20 trading days [6][7]. Group 5: Convertible Bonds - The company will issue convertible bonds with a face value of RMB 100 each, with the number of bonds to be determined based on the transaction price [9][10]. - The initial conversion price for the bonds will be aligned with the share issuance price, subject to adjustments for any corporate actions [10][11]. Group 6: Lock-up Period and Profit Sharing - Shares obtained by transaction parties will be subject to a 12-month lock-up period post-issuance, with specific conditions for release [8][12]. - The retained earnings before the transaction will be shared among new and existing shareholders based on their ownership ratios after the transaction [9][12]. Group 7: Regulatory Compliance - The independent directors confirmed that the transaction complies with relevant laws and regulations, and it is expected to constitute a significant asset restructuring without changing the company's control [16][17]. - A framework agreement will be signed with the transaction parties to clarify rights and obligations related to the asset purchase [17].

Group 1 - The company plans to acquire controlling interest in Wuxi Yindi Chip Microelectronics Technology Co., Ltd. through the issuance of shares, convertible bonds, and cash payments, while also raising matching funds from no more than 35 specific investors [1][2] - The transaction is expected to constitute a related party transaction and a major asset restructuring, but it does not qualify as a restructuring listing [1] - The company's stock was suspended from trading on May 6, 2025, for a period not exceeding 10 trading days due to uncertainties surrounding the transaction [2] Group 2 - The company will resume trading on May 20, 2025, following the completion of relevant announcements and disclosures related to the transaction [2] - The board of directors has decided to postpone the shareholders' meeting to review the transaction until the completion of auditing, evaluation, and due diligence processes [3] - The transaction is subject to final decisions from the counterparty, board approval, and regulatory approvals from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [3]

Core Viewpoint - The independent directors of Nanjing Chemical Fiber Co., Ltd. have provided an independent opinion on the assessment agency's independence, the reasonableness of assessment assumptions, the relevance of assessment methods to assessment purposes, and the fairness of assessment pricing regarding the acquisition of 100% equity of Nanjing Process Equipment Manufacturing Co., Ltd. through asset replacement, share issuance, and cash payment [1][2][3]. Assessment Agency Independence - The company has appointed Jiangsu Huaxin Asset Appraisal Co., Ltd. as the assessment agency for this transaction, following a compliant selection process. Jiangsu Huaxin possesses the necessary professional qualifications and extensive experience to undertake the assessment work. There are no relationships or interests, other than professional fees, between Jiangsu Huaxin and the parties involved in the transaction, ensuring its independence [1]. Reasonableness of Assessment Assumptions - Jiangsu Huaxin has considered the actual industry conditions and the operational status of the relevant assets in its assessment. The assumptions made for the assessment are in accordance with national regulations and follow market conventions, aligning with the actual situation of the assessed objects, with no contradictory facts identified [2]. Relevance of Assessment Methods to Assessment Purposes - The purpose of the assessment is to determine the market value of the assets being exchanged as of the assessment benchmark date, providing a reference for the transaction. The scope of the assets assessed aligns with the assets commissioned for assessment. The agency followed relevant laws and industry standards, ensuring independence, objectivity, scientific rigor, and fairness in its assessment methods, with reliable reference data used [2]. Fairness of Assessment Pricing - During the assessment, Jiangsu Huaxin implemented necessary procedures based on relevant asset appraisal laws, adhering to principles of independence, objectivity, and fairness. The assessment results accurately reflect the actual conditions of the assets as of the assessment benchmark date. The transaction price, determined through negotiation among the parties based on the assessment results, is fair and complies with relevant laws, regulations, and the company's articles of association, protecting the interests of the company and its minority shareholders [2][3].