Zhejiang Hongchang Electric Technology Co., Ltd.
Announcement on Signing Equity Acquisition Intent Agreement
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Special Reminders:
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This transaction is uncertain. The equity acquisition intent agreement signed is a preliminary intention reached between Zhejiang Hongchang Electric Technology Co., Ltd. (hereinafter referred to as the "Company") and the transaction counterparties. The parties will further negotiate based on the results of due diligence, audit, and evaluation to determine whether to sign a formal acquisition agreement. The final realization of the transaction is still uncertain. Investors are advised to make prudent decisions and pay attention to investment risks.
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The target company's business of manufacturing wide bandgap and high-efficiency heat dissipation materials requires multi-level and long-term verification processes, and carries risks such as verification failure, industry technology iteration, and uncertainty in downstream customer volume ramp-up.
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The Company intends to acquire 45% of the equity of Kunwu Semiconductor Technology (Jiangxi) Co., Ltd. (hereinafter referred to as "Kunwu Semiconductor") and 45% of the equity of Anhui Youpin New Materials Co., Ltd. (hereinafter referred to as "Youpin New Materials") in cash. The aforementioned companies are collectively referred to as the "target companies." If the transaction is successfully implemented, the target companies will become the Company's controlling subsidiaries and will be included in the Company's consolidated financial statements.
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According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2 - Standardized Operation of GEM Listed Companies," and the "Articles of Association," etc., this transaction does not constitute a related-party transaction. Based on preliminary calculations, it is also not expected to constitute a major asset restructuring as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
I. Transaction Overview
- Basic Situation
In accordance with the Company's development strategy and planning, and to actively expand new performance growth points, the Company intends to acquire 45% of the equity of Kunwu Semiconductor Technology (Jiangxi) Co., Ltd. (hereinafter referred to as "Kunwu Semiconductor") and 45% of the equity of Anhui Youpin New Materials Co., Ltd. (hereinafter referred to as "Youpin New Materials") in cash.
Recently, the Company signed "Equity Acquisition Intent Agreements" with the shareholders of Kunwu Semiconductor, Kun'an (Jiangxi) Technology Co., Ltd., Ji'an Yujin Semiconductor Material Center (Limited Partnership), and Ji'an Yuhui New Material Center (Limited Partnership), to acquire 30.5466%, 7.2267%, and 7.2267% of the shares respectively, totaling 45%, with an estimated transaction consideration not exceeding RMB 405 million.
On the same day, the Company signed "Equity Acquisition Intent Agreements" with the shareholders of Youpin New Materials, Anqing City Yingjiang Advantage Industrial Investment Fund Partnership (Limited Partnership), and Zhai Yuhong, to acquire 33.9381% and 11.0619% of the shares respectively, totaling 45%, with an estimated transaction consideration not exceeding RMB 315 million.
Concurrently, the Company and the shareholders of Kunwu Semiconductor, Kun'an (Jiangxi) Technology Co., Ltd., and the shareholders of Youpin New Materials, Nanjing Youpin Technology Co., Ltd., agreed that Party C will irrevocably and without consideration entrust Party A to exercise the voting rights corresponding to a total of 6% of the shares held by Party C. During the entrustment period, the entrusting party shall not exercise the voting rights corresponding to the 6% shares by itself, nor shall it entrust a third party or terminate the entrustment. Specific matters will be stipulated in the formal "Equity Transfer Agreement."
The proposed acquisition of 45% of the equity of Kunwu Semiconductor and 45% of the equity of Youpin New Materials cannot be separated. The effectiveness and performance of either transaction are prerequisites for the effectiveness and performance of the other. Both transactions will be completed simultaneously.