1. Type of acquisition (e.g., merger, spin-off, acquisition, or share transfer): Merger

2. Date of occurrence: 115/9/11

3. Names of companies involved in the acquisition (e.g., the other party in a merger, newly established company in a spin-off, or target company in an acquisition or share transfer): Surviving company: Qingding Precision Electronics (Huai'an) Co., Ltd. (hereinafter referred to as "Qingding Precision") Dissolved company: Honghengsheng Electronics Technology (Huai'an) Co., Ltd. (hereinafter referred to as "Honghengsheng Electronics")

4. Counterparty in the transaction (e.g., the other party in a merger, the company receiving assets in a spin-off, or the counterparty in an acquisition or share transfer): Surviving company: Qingding Precision Dissolved company: Honghengsheng Electronics

5. Is the transaction counterparty a related party? Yes

6. Relationship between the counterparty and the company (e.g., an investee in which the company holds XX% equity), and explanation of the rationale for selecting a related enterprise or related party as the target of acquisition or share transfer, and whether it affects shareholders' rights: Both Qingding Precision and Honghengsheng Electronics are 100% owned subsidiaries of Pengding Holding (Shenzhen) Co., Ltd., a subsidiary of the Company. This absorption merger will not affect shareholders' rights.

7. Purpose and terms of the acquisition, including rationale, consideration terms, and payment timing (Note 7): To integrate resources and enhance management efficiency. This merger does not involve any share or cash payment.

8. Expected benefits after the acquisition: Simplification of investment structure and reduction of operating costs.

9. Impact of the acquisition on net asset value per share and earnings per share: No impact

10. Type of consideration and source of funds for the acquisition: Not applicable

11. Share exchange ratio and its calculation basis: Not applicable

12. Opinion from accountants, lawyers, or securities underwriters on the unreasonableness of the transaction: Not applicable

13. Name of the accounting firm, law firm, or securities underwriting company: Not applicable

14. Name(s) of the accountant(s) or lawyer(s): Not applicable

15. License number(s) of the accountant(s) or lawyer(s): Not applicable

16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio or cash/other assets distributed to shareholders (including: 1. Methods, principles, or calculations used to determine the public acquisition price, and comparison with internationally accepted methods such as market approach, cost approach, and discounted cash flow; 2. Comparison of financial status, profitability, and P/E ratios between the acquired company and listed peers; 3. If the acquisition price refers to a valuation report, explanation of the report's content and conclusion; 4. If the acquirer's repayment plan is secured by assets or shares of the acquired or surviving company, assessment of its impact on financial and operational soundness) (Note 7): Not applicable

17. Scheduled completion timeline (Note 7): The scheduled effective date of the merger is 115/09/30.

18. Matters concerning the surviving or newly established company assuming the rights and obligations of the dissolved (or spun-off) company (Note 2): From the effective date of the merger, all business operations, assets, debts and credits, personnel, and all rights and obligations of the dissolved company shall be assumed by the surviving company.

19. Basic information of the companies involved in the merger (Note 3): Surviving company (Qingding Precision) / Main business: Design, development, manufacturing, and sales of PCBs Dissolved company (Honghengsheng Electronics) / Main business: Design, development, manufacturing, and sales of high-density PCBs

20. Matters related to spin-off (including valuation of business and assets to be transferred to an existing or new company, total number, type, and quantity of shares received by the spun-off company or its shareholders, and matters related to capital reduction if applicable) (Note: Not applicable if not a spin-off announcement): Not applicable

21. Conditions and restrictions on future transfer of acquired shares: None

22. Plans after completion of the acquisition (including: 1. Intention and plan to continue business operations; 2. Whether dissolution, delisting, major organizational, capital, business, financial, or production changes, arrangements for key personnel or assets, or any other significant matters affecting shareholders' rights will occur): Not applicable

23. Other important agreed matters: None

24. Other significant matters related to the acquisition: Not applicable

25. Were there any dissenting directors in this transaction? Yes

26. Information on directors with conflicts of interest in the acquisition transaction (name of individual director or legal person director and its representative, nature of interest including investment methods, shareholding ratio, transaction price, participation in management, and other investment conditions, reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the acquisition resolution) (Note 7): None

27. Does this involve a change in business model? No

28. Explanation of business model change (Note 4): Not applicable

29. Transaction history with the counterparty in the past year and expected transactions in the next year (Note 5): Not applicable

30. Source of funds (Note 5): Not applicable

31. Other explanatory matters (Note 6): None

FACT BOX

  • Source: PR Times
  • Category: News
  • Dates in source: 115/9/11 / 115/09/30
  • Products / services: PCB