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

2. Date of occurrence: 115/8/11

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): YinHuaDa (Nanjing) Technology Co., Ltd. and YinHuaDa (Nanjing) Electronics Co., Ltd., both 100% owned by the Company

4. Counterparty (e.g., the other party in a merger, the transferee in a spin-off, or the transaction party in an acquisition or share transfer): Surviving company: YinHuaDa (Nanjing) Technology Co., Ltd. Dissolved company: YinHuaDa (Nanjing) Electronics Co., Ltd.

5. Is the counterparty a related party?: Yes

6. Relationship between the counterparty and the Company (the Company holds XX% or more investment in the investee), and explanation of the reason for selecting a related enterprise or related party as the target of acquisition or share transfer, and whether it affects shareholders' rights: Both are 100% subsidiaries of the Company; no impact on shareholders' rights

7. Purpose and terms of the acquisition, including reasons, consideration terms, and payment timing (Note 7): Simplify organizational structure and reduce management costs

8. Expected benefits after the acquisition: Reduction in management costs

9. Impact of the acquisition on net asset value per share and earnings per share: None

10. Type of consideration and source of funds for the acquisition: No additional payment required

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

12. Has an accountant, lawyer, or securities underwriter issued an opinion of unreasonableness?: No

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 and cash or other property distributed to shareholders (including: 1. Methods, principles, or calculation methods 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. Explanation of valuation report content and conclusions if the acquisition price refers to a valuation agency's report; 4. Assessment of the impact on the financial and operational soundness of the acquired or surviving company if the acquisition financing is secured by the assets or shares of the acquired or surviving company) (Note 7): Not applicable

17. Scheduled completion timeline (Note 7): The expected merger effective date is December 31, 115

18. Matters regarding the surviving or newly established company assuming the rights and obligations of the dissolved (or spun-off) company (Note 2): From the merger effective date, YinHuaDa (Nanjing) Technology Co., Ltd. will assume all rights and obligations of YinHuaDa (Nanjing) Electronics Co., Ltd. in their entirety.

19. Basic information of the companies participating in the merger (Note 3): YinHuaDa (Nanjing) Technology Co., Ltd.: Manufacturing and sales of smart terminal products YinHuaDa (Nanjing) Electronics Co., Ltd.: Manufacturing and sales of smart terminal products

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

21. Conditions and restrictions on future transfer of acquired shares: Not applicable

22. Plans after completion of the acquisition (including: 1. Intention and plan for continuing business operations; 2. Whether dissolution, delisting, major organizational, capital, business plan, financial, or production changes, arrangements or utilization of important 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?: No

26. Information on directors with conflicts of interest in the acquisition transaction (name of individual director or name of corporate director and its representative, important content of the interest held by the individual or the corporation it represents (including but not limited to actual or planned investment methods in other participating acquisition companies, shareholding ratio, transaction price, participation in the management of the acquisition company, and other investment conditions), reason for recusal or non-recusal, recusal status, and reason for supporting or opposing the acquisition resolution) (Note 7): Not applicable

27. Does it involve a change in business model?: No

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

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

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

31. Other explanatory matters (Note 6): This transaction requires approval from the Investment Commission before implementation.

FACT BOX

  • Source: PR Times
  • Category: News
  • Dates in source: 115/8/11