Stock Code: Yachuang Electronics; Stock Abbreviation: 301099; Listing Venue: Shenzhen Stock Exchange
Shanghai Yachuang Electronics Group Co., Ltd. Report on Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds (Draft) (Revised)
| Transaction Type | Counterparty |
|---|---|
| Issuing shares and paying cash to purchase assets | Counterparties involved in the acquisition of 40.00% equity of Shenzhen Ouchuangxin Semiconductor Co., Ltd. |
| Counterparties involved in the acquisition of 45.00% equity of Shenzhen Yihainengda Technology Co., Ltd. | |
| Raising supporting funds | No more than 35 specific investors |
Independent Financial Advisor Guosen Securities Co., Ltd.
Signing Date: June 2026
Listed Company Statement
The Company and all directors and senior management guarantee the truthfulness, accuracy, and completeness of the contents of this report, and bear corresponding legal liability for any false records, misleading statements, or major omissions in the report.
The Company and its controlling shareholders, actual controllers and their persons acting in concert, directors, and senior management undertake:
The promisor undertakes to provide and disclose relevant information regarding this transaction in a timely manner in accordance with relevant regulations, and guarantees that the information provided for this transaction is true, accurate, and complete. If the information provided contains false records, misleading statements, or major omissions, causing losses to Yachuang Electronics or investors, the promisor shall bear corresponding legal liability according to law.
The promisor guarantees that the materials, explanations, undertakings, and statements provided and disclosed for this transaction are true, accurate, and complete, and contain no false records, misleading statements, or major omissions. Copies or duplicates of relevant materials are consistent with the original materials or originals. All signatures and seals on the documents are authentic, and the signatories of such documents have been legally authorized and have effectively signed the documents. If the materials, explanations, undertakings, and statements provided and disclosed contain false records, misleading statements, or major omissions, causing losses to Yachuang Electronics or investors, the promisor shall bear corresponding legal liability according to law.
If the information or documents provided or disclosed by the promisor are suspected of containing false records, misleading statements, or major omissions, and are filed for investigation by judicial organs or the China Securities Regulatory Commission, the promisor shall suspend the transfer of shares in Yachuang Electronics held by them (if any) until the investigation conclusion is formed.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation, or approval of this transaction by the CSRC or the Shenzhen Stock Exchange. The effectiveness and completion of the matters related to this transaction described in this report and its summary are still subject to the approval, registration, or consent of the competent regulatory authorities. Any decision or opinion made by the approval authorities regarding matters related to this transaction does not indicate any substantive judgment or guarantee regarding the company's stock value or investor returns.
After the completion of this transaction, the Company shall be responsible for changes in its operations and earnings; investors shall be responsible for investment risks arising from this transaction. When evaluating this transaction, in addition to the contents of this report and its summary and relevant documents disclosed simultaneously, investors should also carefully consider the various risk factors disclosed in this report and its summary. If investors have any questions about this report and its summary, they should consult their stock brokers, lawyers, professional accountants, or other professional advisors.