Overview of the Transaction
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Transaction Summary Beijing Shengxun Electronics Co., Ltd. (hereinafter referred to as "the Company," "the Listed Company," or "Shengxun") intends to acquire 51% of the equity in Wuhan Zhongke Ruizhe Optoelectronic Technology Co., Ltd. (hereinafter referred to as "Zhongke Ruizhe," "the Target Company," or "the Subject Company") for cash. The transaction price is determined based on the equity assessment value provided by a qualified securities assessment agency, amounting to RMB 250.92 million. Upon completion of the transaction, Zhongke Ruizhe will become a controlling subsidiary of the Company.
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Non-Related Party Transaction This transaction does not constitute a related party transaction, nor does it fall under the major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
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Performance Commitment The performance commitment party guarantees that the Target Company will achieve a net profit attributable to the parent company, excluding non-recurring gains and losses, of no less than RMB 28 million, RMB 42 million, and RMB 53 million for the years 2026, 2027, and 2028, respectively, totaling no less than RMB 123 million for the period from 2026 to 2028.
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Valuation and Risks The book value of the Target Company's total equity as of December 31, 2025, is RMB 111.96 million, while the assessed value of the 51% equity to be acquired is RMB 495.27 million, reflecting a significant appreciation rate of 346.35%. Investors are advised to be aware of the associated risks, including the risk of performance commitments not being met, goodwill impairment risk, and acquisition integration risk.
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Board Approval The Company held its 35th meeting of the fifth board of directors on June 1, 2026, where the proposal for the cash acquisition of 51% equity in Wuhan Zhongke Ruizhe Optoelectronic Technology Co., Ltd. was approved with a vote of 6 in favor, 0 against, and 0 abstentions.