Core Viewpoint - Yachuang Electronics announced a plan to acquire 40% of Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. through a combination of share issuance and cash payment, while raising supporting funds from no more than 35 specific investors [2][3] Group 1: Transaction Details - The transaction involves natural persons such as Li Yonghong and Yang Longfei, as well as institutions like Shenzhen Hainengda Technology Development Co., Ltd. [2] - The preliminary agreement sets the transaction price for Ouchuang's 40% stake at 200 million yuan and for Yihai Nengda's 45% stake at 117 million yuan, with final prices pending audit and evaluation [2] - Prior to the transaction, the company held 60% of Ouchuang and 55% of Yihai Nengda; post-transaction, both will become wholly-owned subsidiaries [3] Group 2: Strategic Intent - The transaction aims to deepen management and synergy with the target companies, enhance the company's core competitiveness, increase business scale and profitability, optimize capital structure, and improve risk resistance [3][4] - The company commits to timely disclosure of relevant information regarding the transaction, ensuring its authenticity, accuracy, and completeness [3] Group 3: Regulatory and Governance Aspects - The transaction will not change the actual controller of the company and does not constitute a restructuring as defined by the relevant regulations [4] - The company plans to improve its corporate governance structure in accordance with legal requirements to protect the interests of the company and minority shareholders [4]

雅创电子（301099）(301099.SZ)发布公告，公司拟通过发行股份及支付现金的方式购买李永红、杨龙 飞、王磊、黄琴、盛夏、张永平持有的欧创芯40.00%的股权，以及海能达（002583）科技、海友同 创、王利荣持有的怡海能达45.00%的股权;同时，拟向其他不超过35名特定投资者发行股份募集配套资 金。本次交易前，上市公司分别持有欧创芯60%股权和怡海能达55%股权;本次交易完成后，欧创芯和怡 海能达将成为上市公司全资子公司。经交易各方协商，欧创芯40.00%股权的交易价格暂定为2亿元，怡 海能达45.00%股权的交易价格暂定为1.17亿元，最终交易价格尚未确定。 本次交易体现了上市公司对"内生增长与外延式并购相结合的发展策略"的贯彻执行，通过收购标的公司 的少数股权，上市公司能够进一步增强对标的公司的控制，有利于公司内部资源整合，提升经营管理效 率，增强上市公司在电子元器件分销行业、模拟芯片设计行业的核心竞争力。 欧创芯是一家模拟芯片研发商，专注于模拟集成电路设计、研发及服务，产品主要聚焦于中低压LED驱 动、电源管理、通讯和物联网相关的集成电路设计及配套方案服务，目前拥有LED驱动、DC-DC等两 ...

Group 1 - The core viewpoint of the news is that the company is upgrading its online marketplace and enhancing service capabilities through various projects, which will improve customer experience and operational efficiency [1][3] - The company has canceled the "supplementary working capital" project, reducing the total investment from 942 million yuan to 522 million yuan [1] - The company is focusing on integrating technologies like the Internet, big data, and artificial intelligence into its traditional electronic component distribution business to enhance supply chain efficiency [3] Group 2 - The company, Yunhan Xincheng, is recognized as a leading innovative high-tech enterprise in the electronic component distribution sector, with numerous accolades such as "National Supply Chain Innovation and Application Pilot Enterprise" and "National Specialized and New Small Giant Enterprise" [2] - The total investment for the key projects includes 291.29 million yuan for the big data center upgrade, 134.31 million yuan for the electronic industry collaborative manufacturing service platform, and 95.98 million yuan for the intelligent shared warehousing project, totaling 521.59 million yuan [2] - The company aims to leverage its capital market advantages post-IPO to enhance R&D capabilities and expand market share, ensuring the stability and reliability of electronic component supply channels [3] Group 3 - The company plans to issue 16.279 million shares at a price yet to be determined, with a pre-issue net asset value of 15.32 yuan per share [4] - The company reported a weighted average return on equity of 12.55% for 2024, a decrease of 0.14 percentage points from the previous year [21] - As of the first half of 2025, the company's cash flow from operating activities was negative 119 million yuan, a decrease of 145 million yuan year-on-year [23]