Stock Code: 002870 Stock Abbreviation: Xiangshan Shares
Guangdong Xiangshan Weighing Apparatus Group Co., Ltd.
Summary of Acquisition Report
Name of Listed Company: Guangdong Xiangshan Weighing Apparatus Group Co., Ltd.
Stock Listing Venue: Shenzhen Stock Exchange
Stock Abbreviation: Xiangshan Shares
Stock Code: 002870.SZ
Name of Acquirer: Ningbo Joyson Electronic Corp.
Domicile: No. 99 Qingyi Road, High-tech Zone, Ningbo, Zhejiang Province
Correspondence Address: No. 99 Qingyi Road, High-tech Zone, Ningbo, Zhejiang Province
Signing Date: August 2026
Acquirer Statement
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This summary of the report is prepared by the acquirer, Joyson Electronics, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Takeover of Listed Companies, and the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 16 — Acquisition Report of Listed Companies, as well as other relevant laws, regulations, and departmental rules.
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In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Takeover of Listed Companies, and the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 16 — Acquisition Report of Listed Companies, this summary has fully disclosed the shares in which the acquirer holds an interest in the listed company, Xiangshan Shares. As of the signing date of this summary, except for the shareholding information disclosed herein, the acquirer does not hold any interest in Xiangshan Shares through any other means.
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The acquirer has obtained the necessary authorizations and approvals to sign this summary, and its performance does not violate or conflict with any clauses in the acquirer's articles of association or internal rules.
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The number of shares to be issued to specific targets in this transaction is 20,682,711 shares. The upper limit of the number of shares issued to specific targets does not exceed 30% of the total share capital of the listed company before this issuance. The issue price is 31.20 yuan per share. The acquirer will contribute 645,300,583.20 yuan in cash to subscribe for all the shares issued to specific targets. Upon completion of this issuance, the acquirer, Joyson Electronics, will hold more than 30% of the shares of Xiangshan Shares, triggering the mandatory tender offer obligation under the Administrative Measures for the Takeover of Listed Companies. According to the Administrative Measures for the Takeover of Listed Companies, if approved by non-related shareholders at the general meeting, an investor who acquires new shares issued by the listed company, resulting in their interest in the company exceeding 30% of the issued shares, may be exempted from the tender offer obligation if the investor commits not to transfer the new shares within 3 years and the general meeting agrees to the exemption. Joyson Electronics has committed not to transfer the shares acquired in this issuance for 36 months from the date of completion, and the general meeting of Xiangshan Shares has reviewed and approved the exemption from the tender offer.
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The issuance of shares to specific targets involved in this acquisition has been reviewed and approved by the board of directors and the general meeting of the listed company, and has been approved by the Shenzhen Stock Exchange and registered with the China Securities Regulatory Commission.
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This acquisition is conducted based on the information contained in this summary. Except for the acquirer and the professional institutions engaged, no other person has been entrusted or authorized to provide information not contained in this summary or to make any explanation or statement regarding this summary.