Equity Acquisition Intent Agreement
This intent agreement is signed by the following parties on August 6, 2026, in Jinhua:
Party A (Acquirer): Zhejiang Guoju Electric Technology Co., Ltd.
Unified Social Credit Code: 913307012549998389
Legal Representative: Lu Zongdian
Party B1: Kunwu (Jiangsu) Technology Co., Ltd.
Unified Social Credit Code: 91360805MADRQEBPX5
Party B2: Ji'an Yujin Semiconductor Materials Center (Limited Partnership)
Unified Social Credit Code: 91360805MADQX9Q552
Party B3: Ji'an Yuhui New Materials Center (Limited Partnership)
Unified Social Credit Code: 91360805MADR9WRP8L
Actual Controller of the Target Company (hereinafter referred to as "Actual Controller"): Wang Gang
ID Number: 120106197008127018
Address: Unit 2704, Building 1, Phase 1, Yaju Le Binjiang International, Tianpu Road, Jiangpu Street, Pukou District, Nanjing City, Jiangsu Province
Whereas:
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The purpose of this intent agreement is to acquire the relevant equity of Kunwu Semiconductor (Jiangsu) Technology Co., Ltd. (hereinafter referred to as the "Target Company"), which is a legally established, valid, and operating entity, and the Actual Controller is Mr. Wang Gang.
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Party B is a legally registered shareholder of the Target Company, with legitimate sources of equity ownership and compliant acquisition procedures, possessing full qualifications for equity transfer and disposal authority.
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Party A is a publicly listed company in China with ample capital and compliant M&A qualifications. This transaction aligns with Party A's articles of association, main business development strategy, and relevant laws and regulations for listed companies' external investments, and Party A can fulfill its internal decision-making and information disclosure obligations.
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Party A, Party B, and the Actual Controller of the Target Company have reached a consensus on the core transaction terms through friendly negotiation. To lock in the transaction intent, regulate preliminary performance, clarify core responsibilities, and prevent M&A risks, the parties hereby enter into this intent agreement based on the principles of equality, voluntariness, fairness, good faith, and shared risk, for their mutual adherence.
Article 1: Transaction Subject, Transaction Method, and Overall Arrangement
1.1 Core Transaction Subject: Party A will acquire 45% of the Target Company's equity in cash (initially Party B1 holds 30.5466%, Party B2 holds 7.2267%, and Party B3 holds 7.2267%, totaling 45%). Additionally, Party B1 will irrevocably entrust 6% of the voting rights to Party A. Upon completion of this transaction, Party A will legally obtain control of the Target Company and include it in Party A's consolidated financial statements.
1.2 Transaction Method: This transaction is a pure cash acquisition and does not involve the issuance of shares, asset swaps, debt assumption, debt-to-equity swaps, or any other transaction methods.
1.3 Pledge of Target Company's Equity Ownership: The transferors pledge that the equity they hold in the Target Company is free from any encumbrances such as pledges, mortgages, seizures, freezes, guarantees, entrusted shareholding, trusts, ownership disputes, or pre-emptive purchase rights. There are no legal or contractual impediments to transfer, and the equity can be transferred to Party A completely, cleanly, and without encumbrances.
1.4 Pre-emptive Purchase Rights Procedure: Party B undertakes to obtain written statements from the Target Company's shareholders waiving their pre-emptive purchase rights before signing the formal "Equity Transfer Agreement."
1.5 Voting Rights Entrustment Arrangement: Party B will irrevocably and without consideration entrust the voting rights corresponding to a total of 6% of the Target Company's equity to Party A for exercise. During the entrustment period, the entrusting party shall not exercise the voting rights corresponding to this 6% equity, nor shall they entrust a third party or terminate the entrustment. Specific matters will be stipulated in the formal "Equity Transfer Agreement."
Article 2: Transaction Valuation, Consideration System, Staged Payment Arrangement, and Performance Lock-up Mechanism