Securities Code: 301007
Securities Abbreviation: Demas
Announcement Number: 2026-026
Dalian Demas Precision Technology Co., Ltd.
Announcement on Foreign Investment and Related Party Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and there are no false records, misleading statements, or significant omissions.
Special Risk Warning:
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This transaction is subject to shareholder approval and has not yet undergone industrial and commercial change. The completion of the transaction is uncertain.
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This investment aims to obtain long-term strategic synergistic value and potential future investment returns. However, influenced by macroeconomic conditions, industry cycles, and the development of the target company itself, there is a risk of fluctuations in the target company's future performance and changes in valuation, leading to investment returns below expectations or even investment losses.
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The industry in which the target company is located is technology-intensive and capital-intensive, with risks such as rapid technological iteration and intensified market competition. At the same time, this investment is intended to further improve the company's industrial layout, deepen supply chain synergy, and expand high-quality customer resources. Whether the expected results can be achieved in the future is uncertain.
We kindly remind investors to make prudent decisions and pay attention to investment risks.
I. Transaction Overview
(I) Basic Situation of Related Party Transaction
The Company plans to acquire a 25% equity interest in Shanghai Suming Semiconductor held by Hangzhou Deying Zhitou through cash payment of RMB 206.5111 million. It is estimated that after the completion of this transaction, the Company will hold a 25% equity interest in Shanghai Suming Semiconductor.
(II) Related Party Transaction Situation
The Company's controlling shareholder, Dalian Demas Investment Co., Ltd. (hereinafter referred to as "Demas Investment"), the Company's wholly-owned subsidiary, Suzhou Demas Precision Technology Co., Ltd. (hereinafter referred to as "Suzhou Demas"), and Demas Investment's controlling shareholder, Suzhou Huixin Chuangzhi Investment Co., Ltd. (hereinafter referred to as "Huixin Chuangzhi"), hold 26.4%, 2.5%, and 0.1% of the partnership interests in the target company Deying Zhitou, respectively. Among them, Huixin Chuangzhi is one of the executive partners of Deying Zhitou. In accordance with the "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange" and other relevant regulations, this foreign investment constitutes a related party transaction.
(III) Deliberation Procedures
- Review by Independent Directors' Special Committee:
After review by the independent directors, it is believed that: This related party transaction meets the needs of the Company's production and operation and long-term development strategy; this related party transaction is based on the appraised price, and the transaction parties have reached a consensus through negotiation to transfer the equity of the target company to the Company at its holding cost; this related party transaction is in the long-term development interests of the Company, will not have a significant adverse impact on the Company's current and future financial status and operating results, and does not harm the interests of the Company and its small and medium shareholders. In summary, we agree to submit the above matter for deliberation by the Board of Directors.
- Review by the Board of Directors and Special Committees:
On August 7, 2026, the Company held the 14th meeting of the 4th Board of Directors, the 11th meeting of the 4th Board of Directors' Audit Committee, the 4th meeting of the 4th Board of Directors' Strategy and Development Committee, and the 5th meeting of the 4th Board of Directors' Independent Directors' Special Committee. The proposal "Proposal on Foreign Investment and Related Party Transaction" was deliberated and approved.