■ Puran Semiconductor (Shanghai) Co., Ltd. Report on Issuance of Shares, Convertible Corporate Bonds, and Payment of Cash to Purchase Assets and Raise Supporting Funds (Draft) Summary

Log in to Sina Finance App and search for [Information Disclosure] to see more evaluation levels.

■

Stock Code: 688766 Stock Abbreviation: Puran Co., Ltd. Listing Location: Shanghai Stock Exchange

■ Puran Semiconductor (Shanghai) Co., Ltd.

Summary of the Draft Report on the Issuance of Shares, Convertible Bonds, and Cash Payment for Asset Purchase and Supporting Fundraising

■

March 2026

Listed Company Statement

The company and all directors and senior management guarantee that the contents of this report and its summary do not contain false records, misleading statements, or major omissions, and bear individual and joint legal responsibility for their authenticity, accuracy, and completeness.

All directors and senior management guarantee the authenticity and reasonableness of the data cited in this report and its summary.

The matters described in this report do not represent the substantive judgment, confirmation, or approval of the China Securities Regulatory Commission or the Shanghai Stock Exchange regarding this restructuring. The effectiveness and completion of this transaction are subject to approval or registration by relevant approval authorities. Any decisions or opinions made by approval authorities regarding this transaction do not imply substantive judgment or guarantee of the value of the company’s stock or investor returns.

The company’s controlling shareholder and all directors and senior management undertake: if any disclosed or provided information during this transaction is suspected of false records, misleading statements, or major omissions, and is under investigation by judicial authorities or the CSRC, they will not transfer shares in the listed company before the investigation conclusion is reached, and within two trading days of receiving the notice of investigation, they will submit a written application and stock account to the company’s board of directors to request a freeze; if no application is submitted within two days, the board is authorized to verify and directly report the identity and account information to the stock exchange and securities depository and clearing机构 for locking; if the board does not report such information, the exchange and depository机构 are authorized to directly lock the relevant shares. If violations are found during investigation, the individual or entity agrees to lock shares voluntarily for investor compensation arrangements.

After the completion of this transaction, the company will be responsible for any changes in operation and profitability; investment risks arising from this transaction are borne by investors.

When evaluating this transaction, investors should carefully consider all risk factors disclosed in this report and related documents published simultaneously. If investors have any questions, they should consult their stock brokers, lawyers, accountants, or other professional advisors.

Counterparty Declaration

The counterparty has issued a commitment letter guaranteeing that all materials provided for this transaction are true, accurate, and complete original or copy documents, consistent with originals; all signatures and seals are genuine, and the signatories are legally authorized and validly signed. There are no false records, misleading statements, or major omissions.

The counterparty guarantees timely provision of relevant information to the company and intermediaries, and that all explanations, commitments, and confirmations related to this transaction are true, accurate, and complete. If false records, misleading statements, or major omissions cause losses to the company or investors, they will bear legal liability. They have fulfilled statutory disclosure and reporting obligations and have not failed to disclose any contracts, agreements, arrangements, or other matters that should be disclosed.

The counterparty commits: if the information provided or disclosed is suspected of false records, misleading statements, or major omissions, and is under investigation by judicial authorities or the CSRC, they will not transfer shares in the listed company before the investigation conclusion, submitting a written application and stock account to the board for locking within two trading days of receiving notice; if no application is submitted, the board is authorized to verify and report the identity and account information for locking; if the board does not report, the exchange and depository机构 are authorized to lock the shares directly. If violations are found, the counterparty agrees to lock shares voluntarily for investor compensation.

Relevant securities service agencies and personnel declare that they have issued statements agreeing to the引用 content in this report and summary, confirming that the referenced documents have been reviewed by their staff, and that the report and summary are free of false records, misleading statements, or major omissions, bearing legal responsibility for their truthfulness, accuracy, and completeness. If there are false records, misleading statements, or omissions in the restructuring application documents, the agencies will bear joint compensation liability.

Definitions

Unless otherwise specified, the following abbreviations in this summary have the following meanings:

■

Note: (1) The financial data and indicators cited in this summary refer to consolidated statements unless otherwise specified; (2) Some totals may differ from the sum of individual items due to rounding, unless otherwise noted.

Major Matters Reminder

The terms or abbreviations in this section have the same meaning as in the “Definitions” section of this summary. The company reminds investors to carefully read the full restructuring report and pay attention to the following:

1. Brief overview of the transaction plan

(1) Overview of this transaction

■

(2) Valuation or assessment of the target assets

■

(3) Payment methods for this transaction

This transaction will be paid through issuance of shares, convertible bonds, and cash, as detailed below:

Unit: ten thousand yuan

■

(4) Share issuance details

■

(5) Convertible bond issuance details

■

2. Supporting fundraising arrangements

(1) Arrangement of supporting funds

■

(2) Supporting funds raised through share issuance

■

3. Impact on the listed company

(1) Impact on main business

Prior to this transaction, the company focused on integrated circuit design, mainly in non-volatile memory fields, with core products including low-power NOR Flash and high-reliability EEPROM, aiming to meet high-performance storage needs and support industrial and automotive applications. Based on storage chips, the company is implementing a “storage+” strategy to expand into new product lines combining microcontrollers and storage.

The target company offers high-end 2D NAND and derivative storage chips (SLC NAND, eMMC, MCP), widely used in industrial control, home appliances, security, wearables, and smart terminals, with a solid customer base and competitive strength globally.

This transaction involves the acquisition of minority equity in Noah Changtian, a controlling subsidiary, helping to solidify the company’s non-volatile storage layout, enhance control over SHM, and improve profitability and risk resistance.

Post-transaction, the company can leverage its R&D and design capabilities with the target’s product engineering, creating synergies in main products and sales networks, forming a complete global layout for non-volatile storage.

(2) Impact on equity structure

Before and after the transaction, the controlling shareholders and actual controllers remain Wang Nan and Li Zhaogui; control rights will not change.

As of December 31, 2025, the company’s total share capital is 148,049,102 shares. The company plans to issue 1,187,794 shares to the counterparty, increasing total shares to 149,236,896. Based on the valuation and issuance prices, the specific impact on equity structure is shown in the table below:

Units: shares

(3) Impact on financial status and profitability

After the transaction, the company will hold 100% of Noah Changtian, indirectly controlling SHM, increasing its share of profits attributable to the parent, and strengthening ongoing profitability.

According to financial statements and Lixin CPA’s review report, the main financial data before and after the transaction are as follows:

Units: ten thousand yuan

Post-transaction, Noah Changtian becomes a wholly owned subsidiary, and SHM becomes a wholly owned grandson company. Revenue, net profit, and net profit attributable to the parent will increase significantly, EPS will rise, enhancing profitability and sustainability, providing continuous returns to investors.

4. Completed and pending approval procedures

(1) Completed procedures

As of the signing date of this summary, the following approvals have been obtained:

1. Internal approval by the counterparty and target company;

2. Principles approved by controlling shareholder, actual controllers, and their concerted parties;

3. Approval at the 24th meeting of the company’s second board of directors for issuance of shares, bonds, and asset purchase supporting fundraise;

4. Approval at the 27th meeting of the second board of directors for the formal transaction plan;

5. Signed conditional framework agreements for share issuance, bonds, and asset purchase.

(2) Pending procedures

As of the signing date, the transaction still requires:

1. Shareholder approval;

2. Review and approval by the Shanghai Stock Exchange and registration by CSRC;

3. Other necessary approvals or filings as per law.

The transaction shall not be implemented before approval or registration is obtained. The success and timing of approvals are uncertain; investors should be aware of risks.

5. Shareholder and management opinions and share reduction plans

(1) Shareholder and controller opinions

According to written statements from Wang Nan, Li Zhaogui, and Shanghai Zhiqi, the transaction complies with laws and regulations, benefits the company’s strategic layout, and they agree in principle.

(2) Share reduction plans

Shareholders and management have stated they have no current plans to reduce holdings during the process, and will disclose any plans in accordance with regulations if needed, and bear legal liabilities if violating commitments.

6. Protection of minority investors

(1) Strict disclosure and legal procedures

The company has fulfilled disclosure obligations per relevant rules and will continue to do so.

(2) Fairness and fairness

Independent auditors, appraisers, and legal advisors are engaged to ensure fair pricing and compliance, with independent directors reviewing.

(3) Network voting

Shareholders can vote online in addition to on-site voting.

(4) Disclosure of voting results

Voting results from minority shareholders will be separately disclosed.

(5) Earnings dilution compensation

The company will implement measures to offset earnings dilution, with commitments from controlling shareholders and management.

(6) Other measures

All parties guarantee the truthfulness and completeness of provided information, bearing legal responsibility.

7. Independent financial advisor qualification

Guotai Haitong Securities Co., Ltd. is engaged as the independent financial advisor, approved and qualified.

8. Other key points for investors

Full report and opinions are disclosed on the SSE website. Investors should monitor ongoing disclosures and risks.

Major Risks

1. Approval risk

The transaction still requires approvals from shareholders, SSE, CSRC, and other authorities, with uncertainties in timing and outcome.

2. Suspension, termination, or cancellation risk

Market changes, insider trading, or regulatory issues may cause suspension, termination, or cancellation.

3. Integration risk

Post-transaction integration challenges include management, supply chain, cultural sharing, etc.

4. No performance commitments

The counterparty has not set performance or compensation arrangements, which may impact future performance.

5. Fundraising risk

Uncertainty exists regarding the success of supporting fund issuance; market fluctuations may affect amounts.

2. Risks related to the target company

(1) Industry volatility

Market demand, macroeconomic factors, and competition may cause fluctuations.

(2) Technological innovation risk

Failure to innovate or meet market needs could impact business.

(3) Supply chain risk

Dependence on limited suppliers, especially for wafers, poses risks.

(4) Market competition

Increasing competitors may threaten market share.

(5) Talent retention

Key personnel may leave, affecting R&D.

(6) Overseas operation risks

Legal, political, and economic risks in foreign markets.

(7) Exchange rate risk

Foreign currency fluctuations impact operations.

(8) Equity pledge risk

Pledged shares may affect operations if loans are not repaid.

(9) Goodwill impairment risk

Market and operational risks may lead to impairment.

(10) Core personnel loss and leakage

Loss of key technical staff could hinder R&D.

3. Other risks

(1) Stock price volatility

Market fluctuations affect investment returns.

(2) Force majeure

Natural disasters, policy changes, etc., may impact operations.

First Section: Overview of this transaction

1. Background and purpose

(1) Background

Policy encourages M&A for high-quality development, technological innovation, and industry upgrading, with supportive policies issued by government and regulators.

(2) Market prospects

The semiconductor industry is vital, with rapid growth driven by AI, automotive, and data needs. Storage market size is expected to grow significantly, with high industry entry barriers and concentrated market share.

(3) Strategic purpose

The company aims to expand storage product layout, improve control, and enhance long-term competitiveness through this acquisition, aligning with national strategies and its own development plan.

(4) Industry positioning

The target company aligns with the strategic focus of the STAR Market, with industry classification consistent with national policies, and offers synergy with the company’s main business.

(2) Industry outlook

The storage industry benefits from technological advances and market demand, with growth prospects in high-end applications, and a relatively high entry barrier, leading to market concentration.

(3) Company strategy

The company emphasizes continuous innovation, product quality, and strategic acquisitions to build a comprehensive, competitive storage product ecosystem, supporting sustainable growth.

(4) Purpose of this transaction

To deepen strategic deployment, enhance control, and realize long-term growth, aligning with national policies and industry trends.

(5) Expected benefits

Improved profitability, market position, technological capabilities, and long-term development potential.

(6) Industry and company alignment

The target company’s industry position and product offerings are consistent with national development policies and the company’s strategic goals, with strong synergy potential.

This concludes the translation of the provided content.