Securities code: 688052 Securities abbreviation: Naxin Micro Announcement No.: 2024-029.

Suzhou Naxin Microelectronics Co., Ltd.

On the proposed cash acquisition of part of the shares of Shanghai McGinn Microelectronics Co., Ltd. and part of the property shares of Shanghai Leyrui Enterprise Management Partnership (Limited Partnership) and Shanghai Leyrui Enterprise Management Partnership (Limited Partnership).

The announcement

The Board of Directors and all Directors of the Company warrant that there are no false records, misleading statements or material

omissions, and assumes legal responsibility for the truthfulness, accuracy and completeness of its contents.

Important Content Tips:

● Suzhou Naxin Microelectronics Co., Ltd. (hereinafter referred to as "the Company") intends to acquire in cash 62.68% of the shares of Shanghai McGain Microelectronics Co., Ltd. (hereinafter referred to as "McGain" or "the Subject Company") directly held by Shanghai Silui Technology Co., Ltd. (hereinafter referred to as "Silui Technology"), it is proposed to acquire Silicon Technology in cash to indirectly hold 5.60 per cent of McGinn's shares through Shanghai Lairui Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Lairui"), with a total acquisition of 68.28 per cent of McGinn's shares for a total purchase consideration of 682.8216 million yuan (hereinafter referred to as "this share transfer");

Shanghai Lerui and Shanghai Leci Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Leci") hold 17.56 percent and 19.76 percent of the shares of McGinn respectively, of which Zhu Jianyu and Jiang Jie are the funders of Shanghai Lerui and Fang Jun and Wei Shizhong are the funders of Shanghai Lerui. The company plans to acquire 13.51 of the total capital contribution of Shanghai Lairui held by Zhu Jianyu and Jiang Jie in cash (corresponding to 2.37 of the shares held by McGinn), and 43.82 of the total capital contribution of Shanghai Liuci held by Fang Jun and Wei Shizhong in cash (corresponding to 8.66 of the shares held by McGinn), with a total purchase consideration of 110.3012 million yuan (hereinafter referred to as "this share transfer", together with this share transfer is referred to as "this transaction" or "this acquisition").

● Upon completion of the transaction, the Company will directly and indirectly hold 79.31 per cent of McGinn's shares, of which the Company will directly hold

With 68.28 per cent of McGinn's shares and indirectly holding 11.03 per cent of McGinn's shares through Shanghai Lairui and Shanghai Remaining, it will be able to determine the election of more than half of the members of McGinn's board of directors, and McGinn will become a controlling subsidiary of the company and be included in

Scope of the Company's Consolidated Statements.

The source of funds for this acquisition is the company's own funds and self-financing funds. The Company intends to apply to the bank for a M & A loan of not more than 0.48 billion yuan to pay part of the share transfer price and property share transfer price of the transaction, with a term of not more than 7 years and a loan interest rate between 2.60 and 3.00.

:: This transaction does not constitute a connected transaction or a material asset reorganization. This transaction has been deliberated and approved at the 10th meeting of the third board of directors and the 10th meeting of the third board of supervisors, and does not need to be submitted to the general meeting of shareholders for deliberation and approval.

●The company and the target company have a business collaboration foundation in terms of products, technology, market, customers, supply chain, etc. Through this transaction, in terms of products, it will help enrich the company's magnetic codes, magnetic switches and other magnetic sensor product categories. The company's existing magnetic sensor products complement each other and improve the company's magnetic sensor product solutions; in terms of technology, the company will use the target company's various magnetic induction technologies such as plane Hall, vertical Hall, and magnetoresistance to actively integrate the R & D resources of both parties to enhance the company's overall technical strength and product competitiveness; in terms of market and customers, the company and The target company will give full play to their respective market and customer advantages, promote market and customer collaboration, and further increase the company's market coverage and share in the field of magnetic sensors; in the supply chain, through the integration of supply chain resources with the target company, the scale effect will be exerted to further enhance the raw material procurement cost advantage of the company and the target company.

● Relevant risk tips:

Risk of (I) the target company's benefits are less than expected.

The main purpose of this transaction is to expand the company's product categories, improve the company's core competitiveness and promote the development of the company's business through investment and business cooperation. However, due to the impact of macro-economy, industrial policy, industry cycle and market environment, there may still be the risk that the operating efficiency of the subsequent target company will not be as good as expected.

Risk of (II) business integration falling short of expectations

Due to the differences between the Company and the Subject Company in terms of corporate culture and management system, there is a certain degree of uncertainty as to whether the Company can successfully implement the daily operation and business integration of the Subject Company and whether the integration effect can achieve expectations after the Company takes control of the Subject Company. The company will actively take relevant measures to actively plan, deploy and integrate the management team, management system and other aspects, so as to promote the business of the company and the target company to continue to maintain steady development and reduce the risk of acquisition.

(III) the risk of goodwill impairment

Upon completion of the acquisition and delivery, the subject company will become a controlling subsidiary of the Company and is expected to form a certain amount of goodwill in the Company's consolidated balance sheet. In accordance with the provisions of the Enterprise Accounting Standards, the goodwill resulting from this acquisition will be tested for impairment annually. After this transaction, the company will be fully integrated with the target company, and strive to improve the market competitiveness of the target company and the ability of long-term stable development, but if there are adverse changes in the future business activities of the target company, there will be a risk of impairment of goodwill, and will adversely affect the company's future current profit and loss.

Overview of 1. transactions

Basic information (I) the transaction

In order to improve the company's products and business layout and enhance the company's comprehensive competitiveness, the company signed the "Share Transfer Agreement" with Si Rui Technology and Shanghai Lairui. It plans to transfer Si Rui Technology to directly hold 62.68 of McGinn's shares in cash, and to transfer Si Rui Technology to indirectly hold 5.60 of McGinn's shares in cash through Shanghai Lairui, totaling 68.28 of McGinn's shares, the total transaction consideration is 682.8216 million yuan.

Shanghai Lairui and Shanghai Remittance hold 17.56 percent and 19.76 percent of McGinn's shares, respectively, of which Zhu Jianyu and Jiang Jie are the funders of Shanghai Lairui and Fang Jun and Wei Shizhong are the funders of Shanghai Remittance. The Company and Fang Jun, Zhu Jianyu, Wei Shizhong and Jiang Jie jointly signed the Property Share Transfer Agreement, intending to transfer in cash 13.51 percent of the property share of the total capital contribution of Shanghai Lairui held by Zhu Jianyu and Jiang Jie (corresponding to 2.37 percent of the shares held by McGinn), it is proposed to be transferred in cash to Fang Jun and Wei Shizhong for 43.82 of the total capital contribution of Shanghai Remaining (corresponding to 8.66 of the shares held by McGinn), with a total transaction consideration of 110.3012 million yuan.

After the completion of this transaction, the company will directly and indirectly hold 79.31% of McGinn's shares, of which 68.28% of McGinn's shares are directly held, and 11.03% of McGinn's shares are indirectly held through Shanghai Lairui and Shanghai Liuci, which can determine the selection of more than half of McGinn's board of directors. McGinn will become a controlling subsidiary of the company and be included in the scope of the company's consolidated statements.

There are no significant legal obstacles to the implementation of this transaction. this transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring of the listing Corporation's major asset restructuring management approach.

(II) the decision-making and consideration procedures for this transaction.

The company held the tenth meeting of the third board of directors and the tenth meeting of the third board of supervisors on June 21, 2024

At the meeting, the motion on the proposed cash acquisition of part of the shares of Shanghai McGain Microelectronics Co., Ltd. and part of the property shares of Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liutong Enterprise Management Partnership (Limited Partnership) was considered and passed. In accordance with the Rules Governing the Listing of Shares on the Shanghai Stock Exchange's CRE Board, the Public

According to the Articles of Association of the Company, this matter does not constitute a connected transaction, nor does it constitute a major asset reorganization. This share acquisition is within the scope of the approval authority of the company's board of directors and does not need to be submitted to the company's general meeting of shareholders for review and approval.

Basic information about 2. counterparties

The transferors of this transaction are Silicon Technology, Shanghai Lairui, Fang Jun, Zhu Jianyu, Wei Shizhong and Jiang Jie, with a total of 6 counterparties.

(I) Silicon Technology, which directly holds 62.68 per cent of the shares of the subject company and indirectly holds 5.60 per cent of the shares of the subject company by holding 31.88 per cent of the property of Shanghai Lairui.

Company Name Shanghai Si Rui Technology Co., Ltd.

Date of establishment 2012-09-13

Registered capital: RMB 1700 million

Legal Representative Ye Jun

Company Type Other Limited Companies (Unlisted)

Registered Address Room 307, 3rd Floor, 1328 Dingxi Road, Changning District, Shanghai

General items: technical services, technology development, technology consulting, technology exchange, technology transfer,

Technology promotion; integrated circuit chip and product sales; integrated circuit sales; integrated circuit chip

Design and services; integrated circuit design; semiconductor discrete device sales. (Except subject to approval by law

In addition to the business scope of the project, with the business license in accordance with the law to carry out business activities) license items: goods in and out.

import and export of technology. (Projects subject to approval according to law can only be opened after approval by relevant departments.

Exhibition business activities, specific business projects to the relevant departments approval documents or licensing documents)

As of the disclosure date of this announcement, the shareholders of Si Rui Technology are as follows:

No. Name of shareholder Number of shares held Percentage of shares held

(Ten thousand shares) (%)

1 Shanghai Lianhe Investment Co., Ltd. 16,100.59 9.47.

State Investment (Shanghai) Scientific and Technological Achievements Transformation Venture Capital Fund Enterprises (7.94

2 Limited Partnership) 13,497.99

3 Shanghai Beyond Moore Equity Investment Fund Partnership (Limited Partnership) 12,927.48 7.60.

4 Jiaxing Tongyuan Xinfu Equity Investment Partnership (Limited Partnership) 12,631.31 7.43

5 Shanghai Yunfeng Qitai Investment Center (Limited Partnership) 11,483.01 6.76

6 Hubei Xiaomi Changjiang Industrial Fund Partnership (Limited Partnership) 8,612.26 5.07

7 Jinggangshan Kun Orange Equity Investment Partnership (Limited Partnership) 8,047.34 4.73

8 Shanghai Yanrui Enterprise Management Partnership (Limited Partnership) 6,110.03 3.59

9 Jiaxing Shangchuangkewei Phase II Equity Investment Partnership (Limited Partnership) 4,593.20 2.70

10 Suzhou Shangkai Venture Capital Partnership (Limited Partnership) 4,593.20 2.70

11 Other shareholders (39 in total) 71,403.59 42.00

Total 170,000.00 100.00

(II) Shanghai Lairui, directly holding 17.56 percent of the target company.

Company Name Shanghai Lairui Enterprise Management Partnership (Limited Partnership)

Time of establishment 2015-11-27

Registered capital 19.182142 million RMB

Executive Partner Jun Fang

Type of Company Limited Partnership

Registered Address: Building 4, No. 1588 Xinyang Highway, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Business scope General items: enterprise management; enterprise management consulting; information consulting services (excluding licensing letters

information consulting services); sales of power electronic components; sales of machinery and equipment. (Except as required by law

Except for approved projects, business activities shall be carried out independently according to law by virtue of business license)

As of the disclosure date of this announcement, the partners of Shanghai Lairui are as follows:

No. Partner Name/Name Capital Contribution Ratio Partner Nature.

($million) (%)

1 Jun Fang 166.52 8.68 General Partner.

2 Shanghai Silicon Technology Co., Ltd. 611.62 31.88 Limited Partner

3 Zhu Jianyu 402.38 20.98 Limited Partner

4 Xu Jinmei 237.68 12.39 Limited Partner

5 Jiang Jie 156.00 8.13 Limited Partner

6 Jiang Bo 62.23 3.24 Limited Partner

7 Lai Huaping 47.94 2.50 Limited Partner

8 Jia Bin 34.07 1.78 Limited Partner

9 Yang Shixia 31.12 1.62 Limited Partner

10 Chen Zhiqing 24.66 1.29 Limited Partner.

11 Huang Guanzhong 15.25 0.79 Limited Partner

12 Yang Hejun 14.34 0.75 Limited Partner

13 Li Qi 14.31 0.75 Limited Partner

14 Venus 13.27 0.69 Limited Partner

15 Lu Jiaqiao 10.67 0.56 Limited Partner

16 Meng Yong 9.68 0.50 Limited Partner

17 Wei Shizhong 8.88 0.46 Limited Partner

18 Sun Wei 8.42 0.44 Limited Partner

19 Prisoner Cheung 7.62 0.40 Limited Partner

20 Yu Weiwei 6.46 0.34 Limited Partner

21 Chen Xuhua 6.46 0.34 Limited Partner

22 Yuan Haijun 6.10 0.32 Limited Partner

23 Shen Xiao 6.10 0.32 Limited Partner

24 Shao Jiangxian 6.10 0.32 Limited Partner

25 Xu Shaoyi 4.21 0.22 Limited Partner

26 Cao Yongjian 3.05 0.16 Limited Partner

27 Ran Longping 1.52 0.08 Limited Partner

28 Correction National 1.52 0.08 Limited Partner.

Total 1,918.21 100.00-

(III) Fang Jun, male, Chinese nationality, ID card number 310106197812 ******, domiciled in Pudong New Area, Shanghai, currently Chairman and General Manager of McGinn.

(IV) Zhu Jianyu, male, Chinese nationality, ID card number 510105197802 * * * * *, lives in Pudong New Area, Shanghai, and is currently the R & D Director of McGinn.

(V) Wei Shizhong, male, Chinese nationality, ID card number 310106198304 * * * * *, lives in Jing 'an District, Shanghai, and is currently director and sales director of McGinn.

(VI) Jiang Jie, male, Chinese nationality, ID card number 330402197910 ******, lives in Pudong New Area, Shanghai, and is currently the supervisor and director of product development department of McGinn.

None of the above-mentioned counterparties are untrustworthy persons subject to enforcement, and there is no other relationship between the company and the company in terms of property rights, business, assets, claims and debts, personnel, etc., and they are all related to the company, the company's controlling shareholder and actual controller, and holding the company's shares. There is no relationship between% of other shareholders, company directors, supervisors and senior management personnel.

Basic information on the subject matter of the 3. transaction

(I) Shanghai McCorn Microelectronics Co., Ltd.

1. Basic situation of Shanghai Magnum

(1) Basic information

Company Name: Shanghai McGain Microelectronics Co., Ltd.

Time of establishment 2009-09-23

Registered capital: RMB 35.822488 million

The legal representative Fang Jun

Type of company limited by shares (unlisted, natural person investment or holding)

Registered Address Room C6, 10th Floor, 855 Changning Road, Changning District, Shanghai

Business scope Semiconductor integrated circuits and their sensor chips development, design, electronic components sales, and mention.

For related technical advice and technical services, engaged in the import and export of goods and technology business. [according to law

For projects subject to approval, business activities can only be carried out after approval by relevant departments]]

(2) As of the disclosure date of this announcement, the ownership of the shares of the subject company held by the counterparty is clear, there are no pledges or any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure or freezing, and there are no other circumstances that hinder the transfer of ownership.

(3) As of the disclosure date of this announcement, the subject company has not been listed as a breach of trust.

2, the transaction before the McGinn share structure.

No. Name of shareholder Number of shares held Percentage of shares held

(Ten thousand shares) (%)

1 Shanghai Silui Technology Co., Ltd. 2,245.47 62.68.

2 Shanghai Liuci Enterprise Management Partnership (Limited Partnership) 707.74 19.76

3 Shanghai Lairui Enterprise Management Partnership (Limited Partnership) 629.05 17.56

Total 3,582.25 100.00

Note: The tail difference between the sum of the data items in the above table and the total is due to rounding.

3. Main business

McGinn focuses on the research and development, production and sales of mixed-signal chips based on magnetoelectric induction technology and intelligent motion control. At present, the main products are magnetic sensor chips, which have formed three major business lines: magnetic switch business, current/linear Hall business and magnetic coding business, providing measurement of position, speed, angle, current, wheel speed and other physical quantities for many customers in industrial, automobile, consumer and other fields.

4. Main financial data

Unit: ten thousand yuan

Project 31 December 2023 31 December 2022

Total assets 26,231.13 21,180.12

Total liabilities 11,450.22 10,099.33

Net assets 14,780.91 11,080.79

Equity attributable to owners of the parent company 14,780.91 11,080.79

Project 2023 Year 2022

Operating income 30,032.89 26,864.63

Total profit 1,870.70 2,979.53

Net profit 1,883.83 2,859.34

Note: The above financial data have been audited by the accounting firm (Special General Partnership).

(II) Shanghai Lairui Enterprise Management Partnership (Limited Partnership)

1. Basic situation of Shanghai Lairui

(1) For basic information, please refer to "(II)" under "Basic Information on 2. Counterparties" in this announcement ".

(2) As of the disclosure date of this announcement, the ownership of Shanghai Lairui's property shares held by the counterparty is clear, there is no pledge or any other restriction on transfer, no litigation, arbitration matters or judicial measures such as seizure or freezing, and there are no other circumstances that hinder the transfer of ownership.

(3) As of the disclosure date of this announcement, Shanghai Lairui has not been listed as a breach of trust.

2. For details of the partners of Shanghai Lairui before the transaction, please refer to the "(II)" of "Basic Information of 2. Counterparties" in this announcement ".

3. Main business

Shanghai Lirui is a McGinn employee shareholding platform, directly holding 17.56 of McGinn's shares.

4. Main financial data

Unit: ten thousand yuan

Project 31 December 2023 31 December 2022

Total assets 1,936.76 1,925.42

Total liabilities 0.07 0.0021

Net assets 1,936.70 1,925.42

Project 2023 Year 2022

Operating income--

Total profit 11.28 524.02

Net profit 11.28 524.02

Note: The above financial data are unaudited.

(III) Shanghai Liuci Enterprise Management Partnership (Limited Partnership)

1. The basic situation of Shanghai left words

(1) Basic information

Company Name Shanghai Liuci Enterprise Management Partnership (Limited Partnership)

Time of establishment 2014-06-17

Registered capital 1.79735 million RMB

Executive Partner Jun Fang

Type of Company Limited Partnership

Registered Address: Floor 5, Building 1, 2866 Jinhai Highway, Fengxian District, Shanghai

Business scope General items: enterprise management; enterprise management consulting; information consulting services (excluding license category

information consulting services). (Except for projects subject to approval according to law, with business license according to law

carry out business activities independently)

(2) As of the disclosure date of this announcement, the ownership of the Shanghai Retention Property share held by the counterparty is clear, there is no pledge or any other restriction on transfer, no litigation, arbitration matters or judicial measures such as seizure or freezing, and there are no other circumstances that hinder the transfer of ownership.

(3) As of the disclosure date of this announcement, Shanghai Liuci has not been listed as a dishonest person.

2, the transaction before the Shanghai left word of the partners.

No. Partner Name/Name Capital Contribution Ratio Partner Nature.

($million) (%)

1 Jun Fang 101.14 56.27 General Partner.

2 Xu Jinmei 46.27 25.74 Limited Partner

3 Wei Shizhong 30.92 17.20 Limited Partner

4 Fang Jun 1.41 0.79 Limited Partner

Total 179.74 100.00-

3. Main business

Shanghai Remaining is a holding platform for McGinn's core personnel, directly holding 19.76 percent of McGinn's shares.

4. Main financial data

Unit: ten thousand yuan

Project 31 December 2023 31 December 2022

Total assets 185.27 185.32

Total liabilities 0.07 0.0002

Net assets 185.20 185.32

Project 2023 Year 2022

Operating income--

Total profit -0.12 592.61.

Net profit-0.12 592.61

Note: The above financial data are unaudited.

4. the pricing of the subject matter of the transaction

(I) of the subject company's assessment

The company hired Shanghai dongzhou asset appraisal co., ltd., which has relevant asset appraisal business qualifications, to evaluate the market value of all shareholders' equity of the target company, and issued the asset appraisal report on the value of all shareholders' equity of Shanghai mcgoen microelectronics co., ltd. involved in the proposed cash acquisition of Shanghai mcgoen microelectronics co., ltd. (dongzhou pingbao zi [2024] no 1144, hereinafter referred to

"Asset Valuation Report"). According to the assessment report, with December 31, 2023 as the base date for the assessment,

This assessment used the income approach and the market approach to evaluate McGinn separately, as follows:

As of the evaluation base date, according to the income method evaluation, the book value of the owner's equity attributable to the parent company by McGinn is 147.8091 million yuan, the evaluation value is 1,000 million yuan, the evaluation value is 852.1909 million yuan, and the appreciation rate is 576.55. According to the market method evaluation, the book value of McGinn's owner's equity attributable to the parent company is 147.8091 million yuan, the evaluation value is 1,573 million yuan, the evaluation value is 1,425.1909 million yuan, and the appreciation rate is 964.21.

The value of all shareholders' equity derived from the income approach for this valuation is $1,000 million, which is $573 million lower than the value of all shareholders' equity of $1,573 million derived from the market approach. The main reason for the difference in the evaluation results of different evaluation methods is that the various evaluation methods consider the value of assets from different angles. The income approach considers the future comprehensive profitability of the enterprise; the market approach measures it from the perspective of comparable prices in the current market, resulting in differences in the results of each valuation method.

According to the Code of Practice on Asset Appraisal-Enterprise Value, when multiple appraisal methods are used for the same appraisal object, the appraisal conclusion shall be formed in a qualitative or quantitative manner, taking into account the purpose of the appraisal and the quality and quantity of the data used in the different appraisal methods. Considering that the quality and quantity of data used in this income approach is better than the market approach, it is preferred.

Results of the income approach.

In summary, the results of the income approach were selected as the conclusion of the appraisal of the value of all shareholders' equity of the appraised entity. After appraisal, the value of all the equity interests of the shareholders of the appraised entity was RMB 1,000,000,000.00. Capital: RMB one billion yuan only.

(II) the pricing of this transaction

According to the appraisal results of the Asset Appraisal Report (Dongzhou Pingbao Zi [2024] No. 1144), taking into account the actual operation of the Subject Company and future market expectations, and on this basis, the parties to the transaction shall negotiate fairly based on the principle of market-oriented transactions by consensus of the parties. Based on the appraised value of RMB 1,000 million, the total transaction price corresponding to 79.31 per cent of the shares of the Subject Company was determined to be RMB 793.1228 million by consensus of the parties to the transaction.

(III) the reasonableness of the valuation of the transaction

From the composition of book assets, McGinn belongs to the typical light asset industry enterprises, with a new business model, service platform, marketing team, business qualifications and many other intangible resources difficult to identify and quantify the value of one by one. The income approach evaluates assets from the perspective of their expected profitability, which can fully reflect the overall value of the enterprise, and its valuation results are more reliable and persuasive. At the same time, McGinn has the prerequisites for applying the income approach to valuation: future sustainable operations, predictable future earnings maturities, a stable relationship between shareholders' equity and business earnings, predictable and quantified future operating earnings, and the risk-reward associated with the expected earnings of the business can be estimated and measured.

In summary, the income approach can better reflect the future profitability and enterprise value of McGinn, the valuation of this transaction is reasonable, after the completion of the transaction, the target company will further achieve high-quality development with the support and coordination of the company, and thus create better returns for shareholders.

The main contents of the 5. transfer agreement.

Share Transfer Agreement signed between the (I) company and Silicon Technology and Shanghai Lairui

1. Subject of Agreement

Transferor: Shanghai Silui Technology Co., Ltd., Shanghai Lairui Enterprise Management Partnership (Limited Partnership)

Transferee: Suzhou Naxin Microelectronics Co., Ltd.

2, the transfer of shares and pricing.

The transferor intends to transfer Shanghai McGinn Microelectronics Co., Ltd. (the "Target Company", the Target Company and any or all members of all entities within the scope of the Target Company's consolidated statements are referred to as the "Group Company") to the transferee.

24,460,367 shares (accounting for about 68.2822 of the total share capital of the target company on the date of signing the share transfer agreement) ("this share transfer"), of which Si Rui Technology transferred 22,454,661 shares of the target company (accounting for about 62.6831 of the total share capital of the target company on the date of signing the share transfer agreement) to the transferee, and Shanghai Lairui transferred 2,005,706 shares of the target company (accounting for about 5.5991 of the total share capital of the target company on the date of signing the share transfer agreement) to the transferee. Through this share transfer, the transferee becomes the controlling shareholder of the target company and acquires control of the target company.

According to the Asset Appraisal Report issued by Shanghai Dongzhou Asset Appraisal Company Limited (Dongzhou Appraisal [2024]]

No. 1144), with December 31, 2023 as the valuation base date (the "valuation base date"), the target company's shareholders

The total equity value is 1,000 million yuan. Upon consensus and agreement of the parties, the share transfer price of the Share Transfer was determined at the valuation of $1 billion for the Target Company as a whole (I. e., corresponding to 100 per cent of the Target Company's shares), and the total share transfer price payable by the Transferee to the Transferor was RMB 682,821,556.11 per cent (the "Share Transfer Price"). Among them, the amount of the share transfer price to be paid by the transferee to Si Rui Technology is 626,831,419.41 yuan, and the amount of the share transfer price to be paid by the transferee to Shanghai Lairui is 55,990,136.70 yuan.

3, the share transfer price payment method and the main conditions.

The share transfer price shall be divided into four payments, which shall be 10%, 80%, 5% and 5% of the total price, and the main payment terms agreed are as follows:

(1) Main conditions for payment of the initial transfer price

1) The share transfer agreement has been signed and entered into force by the parties in accordance with the law;

2) Silicon Technology has obtained the decision-making approval of its board of directors for the completion of this share transfer, and has provided the transferee with the supporting documents of the decision-making approval of its board of directors;

3) The transferee has obtained the decision-making approval of its board of directors for the completion of this share transfer.

(2) The main conditions for the payment of the second transfer price.

1) Internal approval. All transferors have obtained all internal decision approvals necessary for the completion of this share transfer and have provided the transferee with supporting documents of their internal decision approvals;

2) Third-party approval and notification obligations. the Transferor and the Target have obtained the consents and approvals of all relevant third parties necessary to complete the proposed transaction under the Transaction Documents; the Transferor and the Target have performed their notification obligations in respect of the proposed transaction under the Share Transfer Agreement in accordance with applicable law;

3) Complete the agreed adjustment of the Group Company.

(3) Main conditions for payment of the third transfer price

1) Target share transfer. The target company has completed the change of the register of shareholders, recorded all the target shares in the name of the transferee, and the transferor and the target company have provided the transferee with the original copy of the changed register of shareholders of the target company stamped with the official seal of the target company;

2) Corporate governance. The transferor cooperates with the transferee to complete the reorganization of the board of directors and the board of supervisors of the target company;

3) The approval authority of various internal process management systems of the group company has been changed; Silicon Technology and the group company have completed the handover of relevant materials, documents or business of the group company to the personnel designated by the transferee;

4) Complete the agreed adjustment of the group company.

(4) Main conditions for payment of the fourth transfer price

1) The transferor realizes the performance commitment agreed upon in the agreement;

2) Part of the trademarks and domain names of the group company under the name of a third party have been transferred to the group company and registered under the name of the group company (if registration is involved).

4. Transfer and delivery of target shares

(1) Except for the prior written exemption of the transferee, the transferor shall and shall cause the Group Company to complete the conditions for payment of the second transfer price within ten (10) working days after the signing of the share transfer agreement.

(2) On the date of payment of the second transfer price, the transferor shall and shall urge the group company to transfer all the official seals, contract seals and financial seals of the group company to the transferee, which shall be jointly managed by the group company and the transferee in accordance with the agreed manner; Provide the transferee with the original shareholder register of the target company stamped with the official seal of the target company reflecting the change of the share transfer; Deliver U Key to the transferee to the group company bank for review.

The date on which all target shares are recorded in the register of shareholders of the target company in the name of the transferee is deemed to be delivered ("Delivery"), and the date on which all target shares are recorded in the register of shareholders of the target company in the name of the transferee is the date of delivery ("Delivery Date").

(3) The transferor shall and shall cause the Group Company to complete all the conditions for payment of the third transfer price agreed upon in the share transfer agreement within one year from the date of delivery.

(4) Within twenty (20) working days after the transferee pays the third transfer price to the transferor (or within the time otherwise agreed by the parties), Shanghai Lairui shall complete the industrial and commercial change registration procedures for the capital reduction and withdrawal of Silicon Technology, and Silicon Technology shall actively cooperate with Shanghai Lairui to complete the aforementioned change procedures.

5. Main arrangements for the transition period

(1) Transitional arrangements

The transferor agrees and undertakes that for the period from the date of the share transfer agreement to the date of delivery ("Transition"

"period"), unless otherwise agreed in the share transfer agreement, or subject to the prior written consent of the transferee, it shall cause the target company to (and will cause each group company to) operate its business in accordance with the normal business operations consistent with past practices, preserve and protect the value of the group company's assets from impairment, and comply with the laws of the People's Republic of China and its internal management system; it shall not take and agree or undertake to take the acts agreed upon in the agreement, including but not limited to changes in the main business, amendments to the Articles of Association, changes in the registered capital, etc.

(2) Profit and loss for the period

The parties agree and undertake that from the valuation base date of this share transfer (December 31, 2023) to the settlement

Day period (if the delivery date is before the 15th day of the current month (including the 15th day), then the end of the previous month; if the delivery date is after the 15th day of the current month (excluding the 15th day), then until the end of the month of the delivery date, "Profit and loss attribution period"), the profit and income generated by the target company in the course of operation or the net assets increased due to other reasons (if any, consolidated calibre) is enjoyed by the transferee, and the loss and loss of net assets incurred by the target company in the course of operations or other reasons resulting in a decrease in net assets (if any, consolidated calibre) is borne by the transferor, as follows:

After the settlement date, the parties agree that the target company (consolidated caliber) shall be audited by an audit institution engaged by the transferee in accordance with the provisions of the Securities Law and an audit report shall be issued. The profit and loss realized by the target company during the profit and loss attribution period is determined on the basis of the aforementioned audit report.

If, according to the audit report, the owner's equity attributable to the parent company of the target company during the profit and loss attribution period (I. e., the amount of net assets at the end of the profit and loss attribution period-the amount of net assets at the book on the valuation base date) is negative, the reduced portion shall be determined by the transferor within ten (10) working days from the date of the audit report in accordance with the relative proportion of the target shares transferredTo make up the cash to the transferee, the transferee is entitled to deduct it from the share transfer price.

6. Performance Commitment

The performance commitment periods for this share transfer are 2024, 2025 and 2026. The transferor undertakes

The net profit of the bid company in 2024 was 39.12 million yuan, the net profit in 2025 was 51.54 million yuan, and the net profit in 2025 was 2026 yuan.

Net profit is 75.68 million yuan. (Net profit refers to the net profit attributable to the owner of the parent company under the audited consolidated statement caliber of each fiscal year during the performance commitment period (lower before and after deducting non-recurring gains and losses). If the transferee implements equity incentives during the performance commitment period or the target company implements new equity incentives after the delivery date in accordance with the share payment treatment, the actual net profit of the target company for the current period shall be added

Net profit deducted from the aforementioned share-based payment processing, as follows).

The parties agree that at the end of each fiscal year during the performance commitment period, the transferee shall engage an accounting firm that complies with the provisions of the Securities Law to conduct an annual audit of the target company and issue an annual audit report. The actual net profit of the target company shall be based on the data recorded in the annual audit report, and shall be added with the amount (if any) of the reduction in the actual net profit of the current period resulting from the share payment as described in this article.

If the cumulative actual net profit of the target company during the performance commitment period is less than the total net profit of the above-mentioned commitment (I. e. 166.34 million yuan), the parties agree that the transferee is not required to pay the fourth transfer price agreed in the share transfer agreement to the transferor.

7. Liability

(1) If a party breaches any of its representations, representations, warranties, undertakings, covenants or obligations under the Transaction Documents (the breaching party is the "breaching party"), the Defaulting Party shall indemnify the Indemnified Party (the "Indemnification Obligee") against all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including: reasonable attorney's fees and counsel's fees, any claims brought by or otherwise caused by any entity, losses of the Assignee resulting from the Group Company's losses, and the loss or impairment of any available benefit) (and the above-mentioned loss shall include any relevant taxes and fees incurred by the compensation right holder as a result of receiving compensation).

(2) If any transferor or group company fails to complete the corresponding matters within the relevant time limit of the delivery arrangement stipulated in the share transfer agreement, the transferor shall pay the overdue liquidated damages to the transferee according to the amount of the share transfer price already paid by the transferee at the standard of 5/10000 per day, and the transferee shall have the right to deduct it from the share transfer price.

(3) If the transferee fails to pay the share transfer price within the time limit stipulated in the share transfer agreement, the transferee shall pay the transferor liquidated damages at the rate of five ten thousandths of the amount of the share transfer price payable by the transferee for each day overdue.

8. Entry into force of the agreement

The share transfer agreement shall be established and enter into force on the date of signature by the parties and signed or sealed by their legal representatives or authorized representatives.

Property Share Transfer Agreement signed by the (II) Company with Jun Fang, Jianyu Zhu, Shizhong Wei and Jie Jiang

1. Subject of Agreement

Transferor: Fang Jun, Zhu Jianyu, Wei Shizhong, Jiang Jie

Transferee: Suzhou Naxin Microelectronics Co., Ltd.

2, the property share transfer and pricing.

The transferor will transfer to the transferee the share of the property of Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liutang Enterprise Management Partnership (Limited Partnership) (collectively, the "Subject Enterprise") by means of an agreement transfer, among them, Zhu Jianyu and Jiang Jie intend to transfer to the transferee their share of Shanghai Lairui's property of 2.591993 million yuan (about 13.5126 percent of the total capital contribution of Shanghai Lairui on the date of the property share transfer agreement), fang Jun and Wei Shizhong intend to transfer to the transferee their total share of the property of Shanghai Remittance of 787589 yuan (about 43.8195 of the total capital contribution of Shanghai Remittance on the date of the signing of the property share transfer agreement) (collectively referred to as the "target property share"), and the transferee will transfer the target property share ("this share transfer").

According to the Asset Appraisal Report issued by Shanghai Dongzhou Asset Appraisal Company Limited (Dongzhou Appraisal [2024]]

No. 1144), with December 31, 2023 as the valuation base date (the "valuation base date"), the target company's shareholders

The total equity value is 1,000 million yuan. After negotiation and agreement of all parties, the transfer price of the property share of this share transfer is determined according to the valuation of 1 billion yuan of the target company as a whole (I .e. corresponding to 100 shares of the target company), and the total transfer price of the property share that the transferee should pay to the transferor is 110,301,216.37 yuan ("transfer price of the property share"), of which the transfer price of the property share that the transferee should pay to Fang Jun is 72,615,391.76 yuan, the amount of the transfer price of the property share to be paid by the transferee to Zhu Jianyu is 16,749,255.38 yuan, the amount of the transfer price of the property share to be paid by the transferee to Wei Shizhong is 13,957,712.82 yuan, and the amount of the transfer price of the property share to be paid by the transferee to Jiang Jie is 6,978,856.41 yuan.

3, the property share transfer price payment method and the main conditions.

The transfer price of the share of property shall be divided into three payments, 10 per cent, 80 per cent and 10 per cent of the total price, with the main agreed payment terms as follows:

(1) Main conditions for payment of the initial transfer price

1) The property share transfer agreement and the share transfer agreement have been signed and entered into force by the parties in accordance with the law;

2) Si Rui Technology has obtained the decision-making approval of its board of directors for the completion of the share transfer under the share transfer agreement, and has provided the transferee with the supporting documents of the decision-making approval of its board of directors;

3) The transferee has obtained the decision-making approval of its board of directors for the completion of the share transfer and the transfer of shares under the share transfer agreement;

4) Waiver of the right of first refusal and approval of the subject enterprise. The transferor has obtained written confirmation that the other partners of the target enterprise have waived the preemptive right of the share transfer in accordance with the agreement of the partnership agreement of the target enterprise, and provided the transferee with supporting documents; has obtained the decision-making approval of the target enterprise necessary for the completion of the share transfer, and provided the transferee with the supporting documents of the decision-making approval of the target enterprise;

5) Target company approval. The transferor has obtained the decision-making approval of the general meeting of shareholders of the target company necessary to complete the share transfer in accordance with the requirements of the equity incentive plan and equity incentive agreement of the target company, and provided the transferee with the supporting documents for the decision-making approval of the general meeting of shareholders of the target company.

(2) The main conditions of the second transfer price.

1) The share transfer under the share transfer agreement has been completed, I .e. the register of shareholders of the target company has registered the transfer of 24,460,367 shares of the target company (accounting for about 68.2822 of the total share capital of the target company on the date of signing the share transfer agreement) held by Si Rui Technology and Shanghai Lairui in the name of the transferee (the date of completion of the share transfer under the share transfer agreement is the "share transfer delivery date");

2) Third-party approval and notification obligations. The transferor and the subject enterprise have obtained the consents and approvals of all relevant third parties necessary to complete the proposed transaction under the transaction documents, including, but not limited to, the transferor shall cause all partners of the subject enterprise to sign with the transferee a partnership agreement and a partnership agreement of the subject enterprise reflecting the transfer of shares, and the partnership agreement shall include (I) the subject enterprise partner shall not dispose of the share of the property of the subject enterprise without the prior written consent of the transferee,(ii) The voting of the McGinn shares corresponding to the transferee's share of the underlying enterprise property shall be subject to the transferee's opinion, etc;

3) Complete the agreed adjustment of the Group Company.

(3) The main conditions of the third transfer price.

1) industrial and commercial change registration. The subject enterprise has completed the registration of the industrial and commercial change of the share transfer;

2) Tax payment. The transferor has completed the tax declaration with the relevant tax authorities, paid all the taxes involved in the share transfer in full, and submitted a copy of the tax payment certificate to the transferee;

3) Corporate governance. The transferor cooperates with the transferee to complete the reorganization of the board of directors and the board of supervisors of the target company;

4) The transferor shall cooperate with the transferee to complete the change of approval authority of various internal process management systems of the group company; the transferor and the group company shall complete the handover of relevant materials or documents of the group company to the personnel designated by the transferee;

5) Complete the agreed adjustment of the Group Company.

4, the target property share transfer and delivery.

(1) Except for the transferee's prior written exemption, the transferor shall and shall urge the target company and the group company to complete the first transfer price payment conditions (4) and (5) within five (5) working days after the signing of the property share transfer agreement The first transfer price payment conditions shall be completed within ten (10) working days after the signing of the property share transfer agreement.

(2) On the date of payment of the second transfer price, the transferor and the group company shall hand over all the official seals, contract seals and financial seals of the group company to the transferee, which shall be jointly managed by the group company and the transferee in accordance with the agreed manner; the transferor shall urge all partners of the target enterprise and the transferee to sign the partnership agreement and the partnership agreement of the target enterprise reflecting the transfer of shares, and the partnership agreement shall include (I) without the prior written consent of the transferee, the target enterprise partner shall not dispose of the property share of the target enterprise,(ii) the voting of McGinn shares corresponding to the property share of the target enterprise held by the transferee shall be subject to the opinions of the transferee, etc. Deliver U Key to the transferee for review.

The completion of the signing and entry into force of the partnership agreement between all partners of the subject enterprise and the transferee shall be deemed to be the delivery of the share transfer (the "Delivery"), and the date on which the partnership agreement of the subject enterprise is signed and entered into force shall be the delivery date (the "Delivery Date").

(3) The transferor shall and shall cause the Group Company to complete all the conditions for payment of the third transfer price agreed upon in the property share transfer agreement within one year from the date of delivery.

(4) Within twenty (20) working days after the transferee pays the second transfer price to the transferor, the transferor and the target enterprise shall complete the industrial and commercial change registration procedures for this share transfer, and complete the tax declaration in the relevant tax authorities, pay all taxes involved in this share transfer in full, and submit a copy of the tax payment certificate to the transferee.

5. Main arrangements for the transition period

(1) Transitional arrangements

The Transferor agrees and undertakes that for a period from the date of the Property Share Transfer Agreement until the Settlement Date (the "Transition Period"), unless otherwise agreed in the Property Share Transfer Agreement or subject to the prior written consent of the Transferor, it shall cause the Target Company to (and will cause each Target Enterprise, Group Company to) conduct its business in accordance with normal business practices consistent with past practices, preserve and protect the value of the assets of the Target Enterprise, Group Company from impairment, and comply with Chinese law and its internal management system; it shall not take and agree or undertake to take the acts agreed upon in the agreement, including but not limited to changes in the main business, amendments to the Articles of Association, changes in the registered capital, etc.

(2) Profit and loss for the period

The parties agree and undertake that from the valuation base date of this share transfer (December 31, 2023) to the share

During the transfer delivery date (if the share transfer delivery date is before the 15th day of the month (including the 15th day), then the end of the previous month; if the share transfer delivery date is after the 15th day of the month (excluding the 15th day), then until the end of the month of the share transfer delivery date, the "profit and loss attribution period"), the profits and gains generated by the target company in the course of its operations or the net assets (if any, on a consolidated basis) increased for other reasons corresponding to the target property share are enjoyed by the transferee, and the target company corresponding to the target property share is in the course of its operationsLosses and losses incurred or otherwise resulting in a decrease in net assets (if any, on a consolidated basis) shall be borne by the transferor, as follows:

After the settlement date, the parties agree that the target company (consolidated caliber) shall be audited by an audit institution engaged by the transferee in accordance with the provisions of the Securities Law and an audit report shall be issued. The profit and loss realized by the target company during the profit and loss attribution period is determined on the basis of the aforementioned audit report.

If according to the audit report, the owner's equity attributable to the parent company of the target company during the profit and loss attribution period (I. e. the book net assets at the end of the profit and loss attribution period-the book net assets on the evaluation base date) is negative, the decrease corresponding to the target property share shall be made up by the transferor in cash to the transferee within ten (10) working days from the date of the audit report, and the transferee is entitled to deduct from the transfer price of the transfer of the property share.

6. Performance Commitment

The performance commitment periods for this share transfer are 2024, 2025 and 2026. The transferor undertakes

The net profit of the bid company in 2024 was 39.12 million yuan, the net profit in 2025 was 51.54 million yuan, and the net profit in 2025 was 2026 yuan.

Net profit is 75.68 million yuan. (Net profit refers to the net profit attributable to the owner of the parent company under the audited consolidated statement caliber of each fiscal year in the performance commitment period (lower before and after deducting non-recurring gains and losses). If the transferee implements equity incentive during the performance commitment period or the target company newly implements equity incentive after the delivery date, the actual net profit of the current period is reduced according to the share payment treatment, then the actual net profit of the target company for the current period shall be added to the net profit deducted for the current period as a result of the aforementioned share payment processing, as follows).

The parties agree that at the end of each fiscal year during the performance commitment period, the transferee shall engage an accounting firm that complies with the provisions of the Securities Law to conduct an annual audit of the target company and issue an annual audit report. The actual net profit of the target company shall be based on the data recorded in the annual audit report, and shall be added with the amount (if any) of the reduction in the actual net profit of the current period resulting from the share payment as described in this article.

If the target company's cumulative actual net profit during the performance commitment period is less than the total net profit committed above (I. e.

166.34 million yuan), then all parties agree that for the difference, the transferee has the right to require the transferor to compensate the transferee in the form of equal cash or the transferor to transfer its share of the remaining property of the target enterprise held at that time free of charge, and the transferor shall complete the compensation within 30 (30) working days from the date of issuance of the 2026 annual audit report of the target company.

If the transferee chooses to compensate by way of a free transfer by the transferor of its then-held share of the remaining property of the subject enterprise, proportion of property share of a certain target enterprise transferred free of charge by the transferor = (total promised net profit in the performance commitment period-total accumulated actual net profit in the performance commitment period-cash compensation amount paid by the transferor (if any))÷ value of all shareholders' equity assessed by McGinn at that time ÷ proportion of McGinn shares held by the target enterprise at that time. If the remaining property share of the target enterprise held by the transferor at that time is not enough to compensate, the transferee shall have the right to require the transferor to make up in cash.

7. Liability

(1) If a party breaches any of its representations, representations, warranties, undertakings, covenants or obligations under the Transaction Documents (the breaching party is the "breaching party"), the Defaulting Party shall indemnify the Indemnified Party (the "Indemnification Obligee") against all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties incurred or incurred by such Indemnification Obligee as a result of such Defaulting Party (including reasonable attorneys' fees and consultancy fees, and any claims brought or otherwise incurred by any entity, the loss of the transferee resulting from the loss of the subject enterprise and group company, and the loss or impairment of any available benefit) (and the above-mentioned loss shall include any related taxes and fees incurred by the compensation right holder as a result of the acceptance of the compensation).

(2) If any transferor or target enterprise or group company fails to complete the corresponding matters within the relevant time limit of the delivery arrangement stipulated in the property share transfer agreement, the transferor shall pay overdue liquidated damages to the transferee at the rate of 5/10000 per day according to the amount of the property share transfer price already paid by the transferee, and the transferee shall have the right to deduct it from the property share transfer price.

(3) If the transferee fails to pay the transfer price of the share of the property within the time limit stipulated in the property share transfer agreement, the transferee shall pay the transferor the overdue liquidated damages in accordance with the amount of the transfer price of the outstanding share of the property payable by the transferee on a daily basis at the rate of five ten thousandths.

8. Entry into force of the agreement

The property share transfer agreement shall be established and enter into force after it is signed by all the transferors, the transferee shall affix its official seal and be signed by its legal representative or authorized representative on the date of signing.

9. Commitments of the Transferor

From the date of delivery of this share transfer to the date on which the transferor completes the performance commitment or profit compensation agreed upon in this Agreement, the transferor undertakes not to realize the shares of the target company held by it, and shall not set up a pledge, transfer voting rights, income rights or make other rights restrictions on the shares of the target company, consistent with the interests of the target company.

6. the source of funds for this transaction

The acquisition of funds for the company's own funds and self-financing. The company intends to apply to the bank for no more than 4.80

The M & A loan of RMB 100 million was used to pay part of the share transfer price and property share transfer price of the transaction, and the loan

The term does not exceed 7 years and the borrowing rate is between 2.60 and 3.00 per cent.

The company's use of its own funds and self-raised funds to pay the share transfer price and property share transfer price of this transaction is based on the comprehensive consideration of the company's current actual operating conditions and cash flow conditions, and is in line with the company's financing arrangements and the company's follow-up The fund use plan will not bring major financial risks to the company and will not have a significant impact on the company's production and operation.

Other arrangements 7. the Transaction

After the completion of this transaction, the target company becomes the company's holding subsidiary, and its creditor's rights and debts bear the subject will not change as a result of this transaction, and this transaction does not involve the transfer of creditor's rights and debts; this transaction does not involve personnel placement, land leasing, debt restructuring, etc., this transaction does not involve related party transactions, there is no situation that may produce related party transactions, and there is no horizontal competition with related parties.

8. the impact of this transaction on the company.

The company focuses on the research and development and sales of high-performance and high-reliability analog integrated circuits, focusing on the three product directions of sensors, signal chains and power management. The products are widely used in the fields of automobiles, pan-energy and consumer electronics. The company's magnetic current sensor since mid -2022 to achieve mass production, 2023 this category revenue mainly from the photovoltaic application market, 2024 will be expected to gradually expand to automotive three-electric system applications, become an important increase in sensor revenue in 2024.

Since its establishment in 2009, McGinn has been focusing on magnetic induction technology and intelligent motion control.

Chip research and development, production and sales, the main products include magnetic switch position detection chip, magnetic current/linear position detection chip, magnetic coding chip, magnetic sensor and related modules, etc., products are widely used in consumer electronics (mobile phone terminals, drones, Sweeper, two-wheeled electric vehicles, etc.), industrial (robots, industrial control, security, etc.),

New energy vehicles (three electric, chassis, BMS, etc.). McGain has established a leading market share advantage in segments such as magnetic coding and magnetic switches.

The company has been around the downstream core application scenarios continue to enrich product categories, this transaction is based on the company's focus on the development of the main business to make a merger decision, is conducive to the integration of both products, technology, market and customers, supply chain and other resources, in the field of magnetic sensors to play a synergistic benefit, in line with the company's development vision and long-term strategic planning. The impact of this transaction on the company is as follows:

(I) focus on the development of the main industry, increase the diversity of products and services

In the direction of magnetic sensors, the company has introduced magnetic linear current sensors in line with automotive electronic applications, which have been shipped on a large scale. McGinn has long focused on the magnetic switch business of switch position detection, the current/linear Hall business of analog signal detection and the magnetic coding business of angle coding detection.

This transaction will help enrich the company's product categories in the field of magnetic sensors, further increase the company's sales scale and market share in the field of magnetic sensors, and enhance the company's competitiveness in the field of magnetic sensors. After the completion of this transaction, the company will become one of the few companies with multiple categories of magnetic sensor products and business layouts such as position, speed, switch, current, etc., covering most of the product categories and application scenarios of magnetic sensors, and can be widely used in mobile phone terminals, Unmanned aerial vehicles, robots, smart homes, industrial control, security, photovoltaic energy storage, new energy vehicles and other fields.

(II) the integration of R & D resources, and constantly improve the ability of technology development

As one of the first companies in China to focus on magnetic sensor products, McGone has accumulated rich experience in product iteration and technology development, and has an experienced R & D team with core teams from sensor and semiconductor head companies such as Honeywell (Honeywell), Myron (MaxLinear), and Minaman Electronics (Marvell). McGinn reserves a number of planar Hall, vertical Hall, magnetoresistive effect, magnetic technology, electromagnetic induction and other technologies, in the direction of magnetic encoders, angle sensors, high-voltage, high-reliability product direction and magnetic sensors The basic research and development direction has strong technical advantages. After the completion of this transaction, the company will actively integrate the research and development resources of both parties, give full play to the technical advantages of both parties, improve the company's magnetic sensing IP technology accumulation, and combine the company's application and quality management advantages in the automotive and pan-energy fields to further expand the company's magnetic sensing product categories and market applications in the automotive and pan-energy fields.

(III) market and customer synergy, enhance the overall brand and market share

McGone has accumulated a wide range of customers in the fields of magnetic sensing downstream automotive electronics, consumer electronics and industrial drives.

In the field of magnetic sensors, it has strong business complementarity and scalability, and at the same time complements the company's other signal chain and power management chip products, which can form more competitive solutions around customer applications and provide customers with higher value. After the completion of this transaction, the company and McGinn will give full play to their respective market and customer advantages, promote market and customer synergy, help the company's high-quality customer resources between sales promotion, enhance the company's overall brand and market coverage and share.

(IV) strengthen supply chain coordination and give full play to the advantages of scale and cost.

There is overlap between McGinn's main foundry and packaging service providers and the company's main suppliers. After the completion of the transaction, the Company and the target company can strengthen procurement collaboration through the integration of the supply chain in order to exert economies of scale, enhance the Company's bargaining power with upstream suppliers, further enhance the Company's raw material procurement cost advantage and steadily enhance the Company's overall profitability.

The impact of (V) on the company's financial position.

Upon completion of the transaction, McGinn will become a controlling subsidiary of the Company and will be included in the Company's consolidated financial statements. McGinn's business performance is good, which helps to improve the financial indicators of the company's consolidated statements. The transaction price is paid in cash, and the funds required for the acquisition are all the company's own or self-raised funds, which will not have a material adverse impact on the company's financial position and operating results, and there is no harm to the interests of the company and all shareholders, especially small and medium shareholders.

9. Risk Alert

Risk of (I) the target company's benefits are less than expected.

The main purpose of this transaction is to expand the company's product categories, improve the company's core competitiveness and promote the development of the company's business through investment and business cooperation. However, due to the impact of macro-economy, industrial policy, industry cycle and market environment, there may still be the risk that the operating efficiency of the subsequent target company will not be as good as expected.

Risk of (II) business integration falling short of expectations

As the company and the target company in the corporate culture,There are certain differences in the management system and other aspects. After the company takes control of the target company, the company has certain uncertainties about the daily operation of the target company, whether the business integration can be successfully implemented and whether the integration effect can achieve the expectation. The company will actively take relevant measures to actively plan, deploy and integrate the management team, management system and other aspects, so as to promote the business of the company and the target company to continue to maintain steady development and reduce the risk of acquisition.

(III) the risk of goodwill impairment

Upon completion of the acquisition and settlement, the subject company will become a controlling subsidiary of the Company, with negative assets in the Company's consolidated assets

A certain amount of goodwill is expected to be formed in the debt statement. In accordance with the provisions of the Enterprise Accounting Standards, the goodwill resulting from this acquisition will be tested for impairment annually. After this transaction, the company will be fully integrated with the target company, and strive to improve the market competitiveness of the target company and the ability of long-term stable development, but if there are adverse changes in the future business activities of the target company, there will be a risk of impairment of goodwill, and will adversely affect the company's future current profit and loss.

It is hereby announced.

Board of Directors of Suzhou Naxin Microelectronics Co., Ltd.

24 June 2024