Stock Code: 002870 Stock Abbreviation: Xiangshan Shares
Guangdong Xiangshan Weighing Apparatus Group Co., Ltd.
Acquisition Report
Listed Company Name: Guangdong Xiangshan Weighing Apparatus Group Co., Ltd.
Stock Exchange: Shenzhen Stock Exchange
Stock Abbreviation: Xiangshan Shares
Stock Code: 002870.SZ
Acquirer Name: 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 report is prepared by the acquirer, Joyson Electronic, 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 Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 16 — Acquisition Report of Listed Companies.
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In accordance with the aforementioned laws and regulations, this report fully discloses the equity held by the acquirer in the listed company, Xiangshan Shares. As of the signing date of this report, the acquirer does not hold any other equity in Xiangshan Shares beyond what is disclosed herein.
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The acquirer has obtained the necessary authorizations and approvals to sign this report, and its execution does not violate or conflict with any provisions of the acquirer's articles of association or internal rules.
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The number of shares issued to the specific target in this transaction is 20,682,711. The upper limit of this issuance does not exceed 30% of the total share capital of the listed company prior to the issuance. The issue price is 31.20 yuan per share, and the acquirer is contributing 645,300,583.20 yuan in cash to subscribe for all shares in this private placement. Upon completion, the acquirer's shareholding in Xiangshan Shares will exceed 30%, triggering a mandatory tender offer obligation under the Administrative Measures for the Takeover of Listed Companies. Pursuant to these measures, as the issuance was approved by non-related shareholders at the general meeting and the investor has committed to a 3-year lock-up period, the investor is exempt from the tender offer requirement. Joyson Electronic has committed to a 36-month lock-up period from the date of issuance, and the shareholders' meeting of Xiangshan Shares has approved the exemption.
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The private placement involved in this acquisition has been reviewed and approved by the board of directors and shareholders' meeting of the listed company, and has received approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission.
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This acquisition is conducted based on the information contained in this report. Except for the acquirer and its engaged professional institutions, no other person has been authorized to provide information or explanations not contained herein.
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The acquirer warrants that this report contains no false records, misleading statements, or major omissions, and assumes individual and joint legal liability for its authenticity, accuracy, and completeness.
Table of Contents
Definitions
Section 1: Introduction to the Acquirer
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Basic Information of the Acquirer
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Relevant Property Rights and Control Relationships of the Acquirer
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Main Business and Financial Status of the Acquirer for the Last Three Years
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Basic Information of Directors and Senior Management of the Acquirer
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Administrative Penalties, Criminal Penalties, Major Civil Litigation or Arbitration Involving the Acquirer and its Directors/Senior Management in the Last Five Years
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Shareholdings of 5% or More in Other Listed Companies and Financial Institutions by the Acquirer, its Controlling Shareholders, and Actual Controllers
Section 2: Acquisition Decision and Purpose
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Purpose of this Acquisition
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Relevant Procedures Performed for this Acquisition
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Acquirer's Plan to Increase or Dispose of Equity in the Listed Company within the Next 12 Months