Group 1 - The company held its fourth board meeting on August 15, 2025, with all six directors present, and the meeting was conducted in accordance with legal and regulatory requirements [1][3] - The board approved the proposal regarding the issuance of shares, convertible bonds, and cash payment for acquiring 70% equity of Hengsuo Huawei Electronics Co., Ltd. and raising supporting funds [1][5] - The proposal was reviewed and approved by the company's audit committee and independent directors [2] Group 2 - The company received a letter from the Shanghai Stock Exchange regarding the review of its application for the issuance of shares, convertible bonds, and cash payment for asset acquisition [6] - The company is required to submit a restructuring report as per the exchange's requirements, and the transaction is subject to approval from the exchange and the China Securities Regulatory Commission [7] - The company has made revisions to the restructuring report, ensuring that the changes do not affect the transaction plan [9]

本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 珠海光库科技股份有限公司（以下简称"上市公司"或"公司"）拟以发行股份、 可转换公司债券及支付现金的方式向张关明、苏州讯诺投资合伙企业（有限合伙）、 刘晓明、杜文刚等 6 名交易对方购买苏州安捷讯光电科技股份有限公司（以下简称 "标的公司"）100%股权，并拟向不超过 35 名特定投资者发行股份募集配套资金（以 下简称"本次交易"）。 证券代码：300620 证券简称：光库科技 公告编号：2025-053 特此公告。 珠海光库科技股份有限公司 董事会 珠海光库科技股份有限公司 珠海光库科技股份有限公司发行股份、可转换公司债券及支付现金购买资产并募集 配套资金暨关联交易预案>及其摘要的议案》等与本次交易相关的议案，具体内容详 见公司与本公告同时披露的相关公告。 依据现行法律法规的要求，本次交易尚需获得公司股东大会审议通过，但鉴于本 次交易的相关审计、评估、尽职调查等工作尚未完成，公司董事会决定暂不召开公司 股东大会审议本次交易相关事项，待与本次交易相关的审计、评估、尽职调查等工作 完成后，公司将再次召开董事会对本次 ...

Core Viewpoint - The company has decided to terminate the proposed transaction involving the acquisition of 100% equity of Shenzhen Aixiangsheng Technology Co., Ltd. through the issuance of shares, convertible bonds, and cash payment due to a lack of consensus among the parties involved [1][2]. Group 1 - The independent board meeting was held on August 8, 2025, with all three independent directors present, and the meeting procedures complied with relevant laws and regulations [1]. - The independent directors reviewed and approved the proposal to terminate the transaction, emphasizing the need to protect the interests of the company and all shareholders [1][2]. - The decision to terminate the transaction was made after thorough consideration and discussions with the related parties, as they could not reach an agreement on the final cooperation plan [1].

江苏华海诚科新材料股份有限公司 第四届董事会第三次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 一、董事会会议召开情况 江苏华海诚科新材料股份有限公司（以下简称"公司"）第四届董事会第三 次会议于 2025 年 8 月 7 日（星期四）在连云港经济技术开发区东方大道 66 号江 苏华海诚科新材料股份有限公司会议室以现场结合通讯的方式召开。会议通知已 于 2025 年 8 月 6 日通过邮件的方式送达各位董事，经全体董事一致同意，豁免 本次会议通知时限。本次会议应出席董事 6 人，实际出席董事 6 人。 会议由董事长韩江龙主持，高管列席。会议召开符合有关法律、法规、规 章和《公司章程》的规定。经各位董事认真审议，会议形成了如下决议： 证券代码：688535 证券简称：华海诚科 公告编号：2025-049 二、董事会会议审议情况 （一）审议通过《关于 <江苏华海诚科新材料股份有限公司发行股份 可转="可转"> 换公司债券及支付现金购买资产并募集配套资金报告书（草案）>(二次修订稿) 及其摘要的议案》 具体内容详见公司同日披露于上海证券交易所网站（www.sse.com.cn）的 ...

Core Viewpoint - Ningbo Changhong High Polymer Technology Co., Ltd. has convened a special meeting of independent directors to approve a series of resolutions regarding the issuance of shares, convertible bonds, and cash payments for asset purchases, along with fundraising activities. Group 1: Meeting Resolutions - The meeting was held on July 17, 2025, with all three independent directors present, and all resolutions were passed unanimously [1]. - The resolutions included approval for the company to meet the conditions for issuing shares, convertible bonds, and cash payments for asset purchases, as well as raising matching funds [1][2]. - The overall transaction plan was approved, including the issuance of shares and convertible bonds [1][3]. - The resolutions confirmed that the transaction constitutes a major asset restructuring but does not qualify as a restructuring listing [3][5]. Group 2: Compliance and Legal Framework - The independent directors confirmed that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [5][6]. - The meeting also addressed the completeness and legality of the statutory procedures related to the transaction, ensuring that all necessary legal documents were submitted to regulatory bodies [6][7]. - The independent directors expressed that the transaction would enhance the company's asset quality and operational sustainability without harming the interests of shareholders, particularly minority shareholders [5][6].

Meeting Overview - The second meeting of the fourth board of directors of Jiangsu Huahai Chengke New Materials Co., Ltd. was held on July 11, 2025, with all six directors present [1] - The meeting was chaired by Chairman Han Jianglong and complied with relevant laws and regulations [1] Resolutions Passed - The board approved the draft report on issuing shares, convertible bonds, and cash for asset acquisition, along with the fundraising plan [2][3] - The board confirmed the pricing basis and fairness of the transaction [2] - The board approved the independence of the evaluation agency and the reasonableness of the evaluation assumptions [2] - The board approved the audit report and asset evaluation report related to the transaction [2] Transaction Details - The company plans to acquire 70% equity of Hengsu Huawai Electronics Co., Ltd. from 13 counterparties through issuing shares, convertible bonds, and cash [3][4] - The market value of the target company was assessed at 1.658 billion yuan, with an increase of 1.265086 billion yuan compared to the consolidated financial statements [4] - The total transaction price for the 70% equity is set at 1.12 billion yuan [4] Fundraising Plan - The company intends to raise funds through a private placement to no more than 35 specific investors, with the total amount not exceeding 100% of the asset purchase price [5][20] - The funds will be used for cash consideration, related taxes, intermediary fees, project construction, and to supplement the target company's working capital [20][22] - If the fundraising is insufficient, the company will cover the shortfall with self-raised funds [6][20] Issuance of Shares and Bonds - The shares issued will be ordinary shares with a par value of 1 yuan, listed on the Shanghai Stock Exchange [6][19] - The issuance price will be based on 80% of the average stock price over the 60 trading days prior to the pricing date [7][19] - The convertible bonds will have a face value of 100 yuan, with a maturity of four years and an interest rate of 0.01% per annum [10][12] Lock-up Period and Transfer Restrictions - Shares obtained through this transaction will be locked for 12 months post-issuance [9][14] - The convertible bonds will also have a lock-up period of 12 months from the issuance date [11][15] Validity of Resolutions - The resolutions related to this transaction will be valid for 12 months from the date of approval by the shareholders' meeting [18][22]

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]