Yachang Electronics répond à l'enquête de la Bourse de Shenzhen et explique en détail les questions relatives à l'acquisition des actions restantes d'Ouchuang Xin et Yihai Nengda

Shanghai Yachuang Electronics (Rights Protection) Group Co., Ltd. (hereinafter referred to as “Yachuang Electronics”) recently provided a detailed response to the inquiry letter from the Shenzhen Stock Exchange regarding its application for issuing shares and paying cash to acquire assets and raise supporting funds. The reply addressed various issues including the industry policy compliance related to the acquisition of 40% equity in Shenzhen Ouchuangxin Semiconductor Co., Ltd. (hereinafter “Ouchuangxin”) and 45% equity in Shenzhen Yihai Neda Co., Ltd. (hereinafter “Yihai Neda”), the transaction counterparties, the necessity of the transaction, the operational compliance of the target assets, and the fundraising projects.

The Target Assets Align with the Growth Enterprise Market Positioning and Demonstrate Significant Synergy with the Listed Company

Yachuang Electronics elaborated in detail the specific basis for Ouchuangxin and Yihai Neda meeting the GEM positioning. Ouchuangxin, as a national-level specialized and innovative “Little Giant” enterprise, focuses on analog chip design, with two main product lines: LED lighting driver chips and DC-DC power management chips. Its core technologies include LED linear constant current driving technology and switching buck control technology, holding 10 invention patents, 6 utility model patents, 30 proprietary circuit layout rights, and 6 software copyrights. Its products are used in automotive lighting, electric two-wheelers, and smart lighting, with operating revenues of 85.2354 million yuan, 116.9916 million yuan, and 64.1868 million yuan from 2023 to September 2025, respectively, and net profits of 22.8171 million yuan, 46.3129 million yuan, and 19.3321 million yuan, demonstrating strong growth potential.

Yihai Neda, as an electronic component distributor, has obtained authorization from internationally renowned brands such as Murata, Panasonic, and Taling Micro, providing passive components, discrete devices, ICs, and modules, along with technical support services. Its operating revenues from 2023 to September 2025 are 441.0346 million yuan, 517.7523 million yuan, and 447.8829 million yuan, respectively, with net profits of 22.7551 million yuan, 29.0588 million yuan, and 24.0933 million yuan. Through innovative supply chain services and technical support, Yihai Neda promotes the integration of new technologies with traditional industries, aligning with GEM’s positioning requirements.

Regarding synergy with the listed company, after the transaction, Ouchuangxin will optimize collaboration in R&D teams, core IP, and technology sharing with the listed company. Yihai Neda will complement the listed company’s procurement channels and customer resources, enhancing overall profitability. Data from review preparations indicate that post-transaction, the net profit attributable to the parent company’s owners and basic earnings per share of the listed company will both increase.

Clear Counterparty and Equity Structure; Compliance with Lock-up Period Arrangements

The transaction involves six shareholders of Ouchuangxin and three shareholders of Yihai Neda. The non-natural person counterparties, Haineda Technology and Haiyou Tongchuang, were not established solely for this transaction, and their registered capital has been fully paid. The lock-up arrangements for the shares obtained by the counterparties comply with the “Reorganization Management Measures.” For the target assets used for share subscription that have continuous ownership rights exceeding 12 months, the newly issued shares cannot be transferred within 12 months from the end of issuance.

Regarding the historical shareholding arrangements in Haiyou Tongchuang and Ouchuangxin, the reply detailed the reasons for, evolution of, and解除 (release) of the nominee holding arrangements. The employee entrusted nominee holdings and investor entrusted nominee holdings in Haiyou Tongchuang have been解除 (discharged) through agreements and business registration changes, with clear sources and flows of funds, and no ownership disputes. The founder shareholders’ entrusted nominee holdings and virtual equity grants in Ouchuangxin have also been规范清理 (standardized and cleared), with no unresolved nominee holdings or undisclosed利益安排 (interest arrangements).

Fundraising Projects Focus on Core Business and Complement Previous Fundraising

The current fundraising of 251 million yuan will be used to supplement working capital, repay debts, pay cash consideration, and fund the “Automotive-grade High-end Driver and Power Management Chip Industrialization Project.” This project differs from the previous “Automotive Analog Chip R&D and Industrialization Project” in R&D content and application scenarios. The former focuses on automotive-grade display driver chips and LED direct display driver chips, used in automotive intelligent cockpits; the latter emphasizes LED drivers, motor drivers, and general power management chips, used in automotive lighting and body control. Both are automotive-grade analog chips with technological continuity and product complementarity, without duplication.

The progress of the previous projects, “Automotive Analog Chip R&D and Industrialization” and “Yachuang Automotive Electronics Headquarters Base,” is in line with expectations, with completion rates of 75.88% and 5.45% as of June 30, 2025, respectively, and expected to be operational by the end of 2026, which will not significantly impact the current fundraising projects. Considering the company’s cash position, future funding needs, and asset-liability ratio, the use of supporting funds for transaction consideration and working capital is necessary, and the proportion of supplementary funds complies with relevant regulations.

Operational Compliance of the Target Assets and Risk Response Measures

The leased properties of Ouchuangxin and Yihai Neda are mainly used for office purposes, with clear renewal plans. If renewal is not possible, alternative office locations can be arranged, which will not significantly affect operations. The patents obtained are legal and fairly priced, with no ownership disputes. Some patents of Ouchuangxin are core technology-related, while the patents inherited by Yihai Neda have not been applied to core business.

Funds transferred from Ouchuangxin to the listed company are within the scope of consolidated statements, fully repaid with interest, and do not involve non-operating capital occupation. Yihai Neda and its subsidiaries possess valid qualifications for electronic component sales and import-export business, with complete foreign exchange registration and overseas investment filings.

To mitigate risks of key personnel loss, Ouchuangxin and Yihai Neda have signed employment, service period, non-compete, and confidentiality agreements with core personnel, ensuring stability. After the transaction, the listed company will implement integration and control over personnel, finance, business, assets, and organizational aspects to ensure full synergy.

Yachuang Electronics stated that this transaction will further strengthen control over the target assets, improve operational management efficiency and core competitiveness, and align with the company’s strategic development. Independent financial advisors, lawyers, and other intermediaries have verified that the transaction complies with relevant laws and regulations and is feasible.

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