Special Reminder:
- Gongda Electronics Co., Ltd. (hereinafter referred to as "the Company" or "Gongda Electronics") intends to invest in Zhejiang Dajia Precision Technology Co., Ltd. (hereinafter referred to as "the Target Company" or "Zhejiang Dajia") using self-raised funds and appoint a majority of directors to gain actual control of no less than 51% of the Target Company.
- According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of Main Board Listed Companies," this transaction does not constitute a related party transaction and is not expected to be classified as a major asset restructuring under the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
- As of March 31, 2026, the unaudited net assets of the Target Company amounted to RMB 70,828,812.36, with no revenue generated during the reporting period and a net profit of RMB -582,256.24. The overall valuation of the Target Company's shareholders' equity is tentatively set at no more than RMB 450,000,000.00, representing a 535.33% premium over the book net assets. This transaction carries uncertainties, and the signed "Equity Investment Framework Agreement" reflects the preliminary intentions of the Company and the transaction parties regarding the acquisition. The parties will further negotiate the signing of a formal acquisition agreement based on the results of due diligence, auditing, and evaluation, and the final transaction remains uncertain. Investors are advised to make cautious decisions and be aware of investment risks.
- The Company will fulfill the corresponding decision-making procedures and information disclosure obligations in a timely manner according to the subsequent progress of the transaction, in accordance with relevant laws, administrative regulations, departmental rules, normative documents, and the Company's articles of association.
Transaction Overview
On June 4, 2026, the Company held the 20th meeting of the sixth board of directors, which approved the proposal to sign the "Equity Investment Framework Agreement." Based on future development strategies, the Company signed the "Equity Investment Framework Agreement" with Zhejiang Dajia, the actual controller Liu Nairuo, and shareholders Hangzhou Disheng Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Hangzhou Disheng"), Hangzhou Dirong Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Hangzhou Dirong"), and other relevant shareholders on the same day. Upon meeting the preconditions stipulated in the agreement for signing the formal equity investment agreement, the Company intends to increase its investment in the Target Company by no more than RMB 200 million, while also increasing its investment in shareholders Hangzhou Disheng and Hangzhou Dirong by no more than RMB 100,000 each, becoming general partners and executive partners of the aforementioned partnerships, and appointing a majority of directors to gain actual control of no less than 51% of the Target Company. The overall valuation of 100% equity of the Target Company will ultimately be based on the evaluation report and the formally signed acquisition agreement. According to the relevant regulations, this transaction does not constitute a related party transaction; preliminary calculations indicate that this transaction is not expected to constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."