Summary of the Draft Report on the Issuance of Shares and Cash Payment for Asset Acquisition by Tianshui Huatian Technology Co., Ltd.

Securities Code: 002185

Securities Abbreviation: Huatian Technology

Listing Location: Shenzhen Stock Exchange

Summary of the Draft Report on the Issuance of Shares and Cash Payment for Asset Acquisition by Tianshui Huatian Technology Co., Ltd.

Transaction Type

• Issuance of Shares and Cash Payment for Asset Acquisition: Tianshui Huatian Technology Co., Ltd. will acquire assets from the following parties:

  • Tianshui Huayi Electronics Group Co., Ltd.
  • Xi'an Houyi Investment Management Partnership (Limited Partnership)
  • Xi'an Xintian Yubo Enterprise Management Partnership (Limited Partnership)
  • Other 27 transaction parties

• Fundraising: Up to 35 specific investors

Independent Financial Advisor

• Signing Date: February 2026

Declaration

This section's terms or abbreviations have the same meanings as those defined in the "Definitions" section of this report summary.

1. Company Declaration: The company and all its directors and senior management guarantee timely and fair disclosure of information, ensuring the truthfulness, accuracy, and completeness of this report summary. They bear legal responsibility for the authenticity, accuracy, and completeness of the information provided. If any information disclosed in this transaction is found to be false or misleading, the relevant parties will not transfer their shares in the company until the investigation concludes.

2. Transaction Party Declaration: The transaction parties have issued a commitment letter confirming the truthfulness, accuracy, and completeness of the information provided during the transaction process. They will bear compensation liability for any losses caused by false or misleading information.

3. Securities Service Institutions and Personnel Declaration: The securities service institutions and personnel involved in this transaction commit that the application documents provided are true, accurate, and complete, and they will bear legal responsibility for their authenticity.

Table of Contents

• Declaration
• Company Declaration
• Transaction Party Declaration
• Securities Service Institutions and Personnel Declaration
• Definitions
• Major Risk Alerts
• Overview of the Transaction
• Fundraising Situation
• Impact of the Restructuring on the Company
• Unfulfilled Decision-Making Procedures and Approval Processes
• Principal Opinions of the Company's Controlling Shareholder
• Arrangements for Protecting the Rights of Small and Medium Investors
• Other Important Matters for Investors to Note

Major Risk Alerts

Investors should carefully consider the following risks when evaluating this transaction:

1. Approval Risks
2. Valuation Risks
3. Operational Risks of the Target Company

Overview of the Transaction

1. Background and Purpose: The semiconductor industry is a strategic and foundational industry for the country. The transaction aims to enhance the company's competitiveness and respond to national policies encouraging mergers and acquisitions.

2. Transaction Details: The company plans to acquire 100% of Huayi Microelectronics through a combination of share issuance and cash payment, with a total transaction price of RMB 299.6 million.

Financial Table

Conclusion

The transaction is expected to optimize the company's industrial layout, enhance profitability, and improve core competitiveness. The company will continue to disclose relevant information in accordance with regulations to ensure investor awareness and protection.

1. Issuance of Shares and Cash Payment