Announcement No.: 2026-031
Yangling Meichuang New Materials Co., Ltd. Announcement on Investing in and Acquiring Shares of Longteng Semiconductor Co., Ltd.
The Board of Directors and the Supervisory Board of Yangling Meichuang New Materials Co., Ltd. guarantee the authenticity, accuracy, and completeness of the information disclosed in this report, and have no false records, misleading statements or significant omissions.
Risk Disclosure
This investment is subject to the risks of the target company's business nature, investment returns, and market fluctuations. The target company currently has a high loss-making ratio, and this investment's withdrawal and income realization are subject to uncertainty in terms of time and amount.
I. Overview of the Investment
To optimize the company's strategic layout and enhance its core competitiveness, Yangling Meichuang New Materials Co., Ltd. (hereinafter referred to as "the Company" or "the Investor") plans to invest in Longteng Semiconductor Co., Ltd. (hereinafter referred to as "the Target Company" or "Longteng Semiconductor") through its controlling shareholder, Mr. Xu Xibao. The investment amount is RMB 300 million (the "Investment"). Upon completion of this investment, the company will hold 1,200,000 shares of the target company (based on a registered capital of RMB 1,200 million), with each share priced at RMB 25.00. The total investment amount will be RMB 30 million. The company will acquire 3,620,000 shares, with a total investment of RMB 90.5 million (equivalent to RMB 25.00 per share). This investment will increase the company's shareholding in the target company to 1,200,000 shares, representing a 5.729% stake. This investment is subject to the review and approval of the board of directors and relevant authorities.
(I) Board Meeting Review
The board meeting reviewed and approved the proposal regarding the investment in Longteng Semiconductor Co., Ltd. at the third meeting of the fourth board of directors held on June 29, 2026. The voting result was: 4 votes in favor, 0 against, and 0 abstentions. The detailed information of this matter was disclosed by the Company on the same day through the "Giant Information Network" (www.cninfo.com.cn).
The announcement regarding the resolution of the 18th meeting of the third board of directors (Announcement No.: 2026-032).
After verification, there are no related party relationships between the target company and the Company, its controlling shareholder, actual controller, directors, or senior management. This investment does not constitute a related party transaction. The investment amount of RMB 300 million accounts for 4.68% of the company's audited net assets as of the end of 2025. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the "Articles of Association," this investment is within the scope of the board of directors' approval authority and does not require submission to the shareholders' meeting. This investment does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
II. Information on the Counterparty
The counterparty to this transaction is the target company, Longteng Semiconductor Co., Ltd., and its actual controller, Mr. Xu Xibao. The basic information, equity structure, main business, and main financial data of the target company are detailed in Section III, "Basic Information of the Investment Target." The basic information of Mr. Xu Xibao and the determination of the actual controller are detailed in Section III, "Basic Information of the Investment Target," Subsection (II), "Information on the Actual Controller of the Target Company."
After verification, there are no related party relationships or profit-sharing arrangements between the target company and the Company, its controlling shareholder, actual controller, directors, or senior management.
According to the inquiry on the China Enforcement Information Disclosure Network, as of the disclosure date of this announcement, neither the target company nor its actual controller, Mr. Xu Xibao, are listed as dishonest judgment debtors.