Explanation from the Board of Directors on Whether This Transaction Constitutes a Major Asset Restructuring, Restructuring Listing, and Related Transactions
Tianshui Huati Technology Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") intends to acquire 100% of the shares of Huayi Microelectronics Co., Ltd. (hereinafter referred to as "the Target Company") held by a total of 27 counterparties, including Tianshui Huati Electronic Group Co., Ltd., Xi'an Houyi Investment Management Partnership (Limited Partnership), and Xi'an Xintianyu Platinum Enterprise Management Partnership (Limited Partnership), through the issuance of shares and cash payment, and to raise supporting funds (hereinafter referred to as "this transaction").
After careful analysis, the board of directors believes that this transaction does not constitute a major asset restructuring or restructuring listing, but does constitute a related transaction. The specific circumstances are as follows: