China International Capital Corporation Limited

About Hefei Jinghe Integrated Circuit Co., Ltd

Verification opinions on proposed foreign investment and related party transactions

China International Capital Corporation Limited (hereinafter referred to as the "Sponsor"), as the sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as "Jinghe Integration" or the "Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange

Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 5 – Transactions and Connected Transactions (Revised in January 2023

and other relevant provisions of laws and regulations, and prudently verified the matters of the proposed foreign investment and related party transactions of Jinghe Integration, and the specific verification situation and opinions are as follows:

1. Overview of related party transactions

(1) Overview of the transaction

In recent years, with the accelerated development of new energy vehicles, the power semiconductor industry has shown a steady growth trend. Hefei Fangjing Technology Co., Ltd. (hereinafter referred to as "Fangjing Technology") plans to build power semiconductor production lines, which are widely used in new energy vehicles, charging piles, industrial control, consumer electronics and photovoltaic fields. Combined with the future development strategy, Crystal Integration plans to help it lay out the power semiconductor industry by investing in Fangjing Technology, which is conducive to further promoting the diversified development of the company's business and striving to obtain long-term and stable economic benefits. Therefore, the company intends to cooperate with Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Jianheng New Energy"), Hefei High-tech Construction Investment Group Co., Ltd. (hereinafter referred to as "High-tech Investment"), Hefei Zebai Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Hefei Zebai"), Hefei Jinghui Core Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Jinghui Core"), Jiehuat Microelectronics (Hangzhou) Co., Ltd. (hereinafter referred to as "Jiehua" and Fangjing Technology's employee shareholding platform, Hefei Zexu Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Hefei Zexi"), Hefei Zexu Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Hefei Zexu"), Hefei Zehuan Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Hefei Zehuan"), Hefei Zeqi Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Hefei Zeqi") jointly increased the capital to Fangjing Technology, and each capital increase party at a price of 1.00 yuan/ The total price of the registered capital increased by CNY 290 million. Among them, the company intends to subscribe 80 million yuan in monetary terms, and the funds will come from the company's own funds.

Ms. Li Yuyu, the financial director of Fangjing Technology, served as a senior management of the Company in the 12 months prior to this transaction, and Jianheng New Energy is an enterprise controlled by Hefei Construction Investment Holding (Group) Co., Ltd. (hereinafter referred to as "Hefei Construction Investment"), the controlling shareholder of the Company. According to the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and other relevant regulations, the company has an affiliated relationship with Fangjing Technology and Jianheng New Energy, and this transaction constitutes a connected transaction, but it does not constitute a major asset restructuring as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies", and there is no major legal obstacle to the implementation of the transaction.

The related party transaction follows the principles of fairness and reasonableness, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and does not affect the independence of the company. Before this capital increase, the company did not hold the equity of Fangjing Technology; After the completion of this capital increase, the company will hold 26.67% of the equity of Fangjing Technology. According to the transaction arrangement, the number of directors appointed by the company will not reach more than half of the seats on the board of directors of Fangjing Technology, and the company cannot control Fangjing Technology, and this transaction will not lead to a change in the scope of the company's consolidated statements, and will not have a significant impact on the company's financial position and operating results.

(2) Accumulated related party transactions with related parties

As of the date of issuance of this verification opinion, in the past 12 months, except for related party transactions that have been reviewed and approved by the company's shareholders' meeting, the amount of related party transactions related to the company and the same related person or the type of transaction subject matter between different related parties has not exceeded 1% of the company's latest audited total assets or market value. The related party transaction did not meet the material asset restructuring standards stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies, and did not constitute a material asset restructuring.

2. Basic information on the subject of the related agreement

(1) Explanation of the affiliation

According to the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Jianheng New Energy is an enterprise controlled by Hefei Construction Investment, the controlling shareholder of the company, and Jianheng New Energy constitutes a related party of the company.

(2) An explanation of the basic information of the subject of the related agreement

Company Name: Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership)

Type of business: Limited partnership

Unified social credit code 91340111MA2UU69EX8

Established on May 28, 2020

The amount of capital contributed was RMB 199,1643,027

Managing Partner: Hefei Construction Investment Management Co., Ltd

Registered address: 101, 1st Floor, Area G, Intelligent Equipment Science and Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province

Business Scope: Investment Management; asset management; Investment Advisory. (Projects subject to approval in accordance with the law shall be approved by relevant departments.)

Business activities can only be carried out after approval)

Partners and capital contributions 1. Hefei Construction Investment Holding (Group) Co., Ltd. holds 99.9996% of the capital contribution

2. Hefei Construction Investment Management Co., Ltd. (GP) holds 0.0004% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Jianheng New Energy in terms of property rights, business, assets, debts and debts, personnel, etc.

3. Basic information of the non-affiliated agreement entity

(1) Hefei High-tech Construction Investment Group Co., Ltd

Company name: Hefei High-tech Construction Investment Group Co., Ltd

Business Type: Limited Liability Company (Wholly State-Owned)

Unified Social Credit Code 91340100719989649Y

Founded on April 30, 1991

The registered capital is 830,000 RMB

Legal representative: Wang Qiang

Registered address: 6th Floor, No. 860, Wangjiang West Road, High-tech Zone, Hefei City

real estate development and sales; Invest in the establishment of high-tech industries, and develop, produce, and operate high-tech industries

Business Scope Products, development and construction of municipal infrastructure and supporting service facilities, development and consolidation of state-owned land

, business services, warehousing and transportation, material supply, equipment sales, information consulting and undertaking exhibitions, training

training business. (shall be subject to administrative licensing with a license to operate)

Shareholders Hefei High-tech Industrial Development Zone Management Committee holds 100% of the shares

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Gaoxin Investment in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

(2) Hefei Zebai Enterprise Management Partnership (Limited Partnership)

Company Name: Hefei Zebai Enterprise Management Partnership (Limited Partnership)

Type of business: Limited partnership

Unified Social Credit Code: 91340100MADX8XNW2B

Founded: 2024-08-24

CNY 23 million was invested in the project

Managing Partner: Fan Qianwen

Main business place: 412, 4th Floor, Block B, Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province

Room-4

Business Scope General Items: Enterprise Management Consulting (In addition to licensing business, it can operate independently according to laws and regulations.)

Stop or Limit Items)

Partners and capital contributions 1. Fan Qianwen (GP) holds 56.5217% of the capital contribution

2. Yuan Xiaodie holds 43.4783% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Hefei Zebai in terms of property rights, business, assets, creditor's rights and debts, personnel and other aspects.

(3) Hefei Zexi Enterprise Management Consulting Partnership (Limited Partnership)

Company Name: Hefei Zeyi Enterprise Management Consulting Partnership (Limited Partnership)

Type of business: Limited partnership

Unified Social Credit Code 91340100MADXNU4894

Founded: 2024-08-24

CNY 25 million was invested in the project

Managing Partner Zhang Cunxing

Main business place: 412, 4th Floor, Block B, Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province

Room-1

Business Scope General Items: Enterprise Management Consulting (In addition to licensing business, it can operate independently according to laws and regulations.)

Stop or Limit Items)

Partners and capital contributions 1. Zhang Cunxing (GP) holds 60% of the capital contribution

2. Hou Chenhui holds 40% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Hefei Zeyi, such as property rights, business, assets, creditor's rights and debts, personnel, etc.

(4) Hefei Zexu Enterprise Management Partnership (Limited Partnership)

Company Name: Hefei Zexu Enterprise Management Partnership (Limited Partnership)

Type of business: Limited partnership

Unified Social Credit Code: 91340100MADW6FKP57

Founded: 2024-08-24

CNY 25 million was invested in the project

Managing Partner: Fang Wubin

Main business place: 412, 4th Floor, Block B, Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province

Chamber-2

Business Scope General Items: Enterprise Management Consulting (In addition to licensing business, it can operate independently according to laws and regulations.)

Stop or Limit Items)

Partners and capital contributions 1. Fang Wubin (GP) holds 60% of the capital contribution

2. Cui Haiyu holds 40% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Hefei Zexu in terms of property rights, business, assets, creditor's rights and debts, personnel and other aspects.

(5) Hefei Zehuan Enterprise Management Partnership (Limited Partnership)

Company Name: Hefei Zehuan Enterprise Management Partnership (Limited Partnership)

Type of business: Limited partnership

Unified Social Credit Code: 91340100MADW6FKT8K

Founded: 2024-08-24

CNY 25 million was invested in the project

Managing Partner Song Xue

Main business place: 412, 4th Floor, Block B, Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province

Room-3

Business Scope General Items: Enterprise Management Consulting (In addition to licensing business, it can operate independently according to laws and regulations.)

Stop or Limit Items)

Partners and capital contributions 1. Song Xue (GP) holds 60% of the capital contribution

2. Xu Zhe holds 40% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Hefei Zehuan in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

(6) Hefei Zeqi Enterprise Management Partnership (Limited Partnership)

Company Name: Hefei Zeqi Enterprise Management Partnership (Limited Partnership)

Type of business: Limited partnership

Unified social credit code 91340100MADXNU4DX7

Founded: 2024-08-24

CNY 22 million will be invested in the project

Managing Partner: Yao Ziteng

Main business place: 412, 4th Floor, Block B, Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province

Room-5

Business Scope General Items: Enterprise Management Consulting (In addition to licensing business, it can operate independently according to laws and regulations.)

Stop or Limit Items)

Partners and capital contributions 1. Yao Ziteng (GP) holds 54.5455% of the capital contribution

2. Han Zhixin holds 45.4545% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Hefei Zeqi in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

(7) Hefei Jinghui Core Investment Fund Partnership (Limited Partnership)

Company Name: Hefei Jinghui Core Investment Fund Partnership (Limited Partnership)

Type of business: Limited partnership

Unified social credit code 91340100MAD3XY7Q3U

Founded: November 23, 2023

CNY 352 million was invested in the project

Managing Partner: Shanghai Gaoxin Private Equity Fund Management Co., Ltd

Main business place: No. 88, Xiqihe Road, Hefei Comprehensive Bonded Zone, Xinzhan District, Hefei City

Business Scope General Projects: Venture Capital (Limited to Investment in Unlisted Enterprises); Engage in investment activities with own funds (

In addition to the licensed business, it can independently operate projects that are not prohibited or restricted by laws and regulations in accordance with the law)

1. Hefei Jinghe Integrated Circuit Co., Ltd. holds 56.8182% of the capital contribution

2. Hefei Xinhuicheng Microelectronics Co., Ltd. holds 14.2045% of the capital contribution

3. Hefei Jingman Venture Capital Partnership (Limited Partnership) holds 8.5227% of the capital contribution

Partners and capital contributions 4. Tianjin Gaoxin Mingrun Venture Capital Partnership (Limited Partnership) holds 5.6818% of the capital contribution

5. Shanghai Putuo Technology Investment Co., Ltd. holds 5.6818% of the capital contribution

6. Wuhan Jingce Electronics Group Co., Ltd. holds 5.6818% of the capital contribution

7. Hefei Huixin Venture Capital Partnership (Limited Partnership) holds 2.8409% of the capital contribution

8. Shanghai Gaoxin Private Equity Fund Management Co., Ltd. (GP) holds 0.5682% of the capital contribution

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, the company participated in the investment of Crystal Convergence as one of the limited partners, and did not enjoy the control or management decision-making power of the fund. In addition, there is no other relationship between the company and the company, such as property rights, business, assets, creditor's rights and debts, personnel, etc.

(8) JWAT Microelectronics (Hangzhou) Co., Ltd

Company name: JWAT Microelectronics (Hangzhou) Co., Ltd

Type of business: One-person limited liability company

Unified Social Credit Code: 91330105MA28NRGW0C

Founded: 2017-04-12

The registered capital is 10,000,000 RMB

LEGAL REPRESENTATIVE: ZHOU XUN WEI

Registered address: Room B1103, 11th Floor, Neusoft Chuangye Building, No. 99 Huaxing Road, Xihu District, Hangzhou, Zhejiang Province

Technology development, technical services, and transfer of electronic products, computer software and hardware, and semiconductor technology

； sales of computer software and hardware, electronic products, and semiconductors; Import and export of goods and technology (legal,

Scope of business Except for projects prohibited by administrative regulations, projects restricted by laws and administrative regulations have obtained licenses

(does not involve restricted or prohibited projects in the Catalogue for the Guidance of Foreign Investment Industries)

(If it involves a license or special approval, it will operate with a license or after approval). (Subject to approval by law.)

business activities can only be carried out after approval by relevant departments)

Shareholders Jewalt Microelectronics Co., Ltd. holds 100% of the shares

Whether it is a judgment defaulter No

As of the disclosure date of the announcement, there is no other relationship between the company and Jewat in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

4. The basic information of the subject matter of the related party transaction and the related party

(1) The name and type of the subject matter of the transaction

The subject of this transaction is the equity of Fangjing Technology, and the transaction type belongs to "foreign investment" in the "Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange".

(2) Explanation of the affiliation

In accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Ms. Li Yuyu, the financial director of Fangjing Technology, had served as a senior management of the Company in the 12 months prior to this transaction, and Fangjing Technology constituted a related party of the Company.

(3) The basic information of the subject matter

Company name: Hefei Fangjing Technology Co., Ltd

Unified social credit code 91340100MADUL5FR2T

Company Type: Limited Liability Company (Wholly Owned by Hong Kong, Macao and Taiwan Natural Persons)

Date of Establishment: 29.07.2024

The registered capital is RMB 10 million

Legal representative: Huang Jinde

Registered address: 4th Floor, Block B, Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province

Room 412

General items: semiconductor discrete device manufacturing; semiconductor lighting device manufacturing; Integrated circuit system

Make; integrated circuit chip and product manufacturing; Technical services, technology development, technical consulting, technology

Business Scope: Technology exchange, technology transfer, technology promotion; research and development of new material technology; R&D of special materials for electronics

； sales of semiconductor discrete devices; import and export of goods; Technology import and export (except for licensed business,

can independently operate projects that are not prohibited or restricted by laws and regulations in accordance with the law)

Shareholders Huang Jinde holds 100% of the shares

Whether it is a judgment defaulter No

(4) The main financial data of Fangjing Technology

Fangjing Technology has not commenced business activities. After verification by Zhongshui Zhiyuan Asset Appraisal Co., Ltd., Fangjing Technology has no paid-in capital, no cost expenditure, no assets and liabilities, and it is judged that the value of all the equity of Fangjing Technology shareholders is zero.

(5) Changes in the equity structure of Fangjing Technology

Before this transaction After this transaction

Name of shareholder Subscribed capital contribution ( Shareholding ratio ( Subscribed capital contribution (10,000 Shareholding ratio)

10,000 yuan) %)

Huang Jinde 1,000.00 100.00 - -

Hefei Jinghe Integrated Circuit Co., Ltd. - - 8,000.00 26.67

Hefei Jianheng New Energy Automobile Investment Fund Partnership - - 3,750.00 12.50

Enterprise (Limited Partnership)

Hefei High-tech Construction Investment Group Co., Ltd. - - 3,750.00 12.50

Hefei Zebai Enterprise Management Partnership (Limited - - 3,300.00 11.00

Partnership)

Hefei Zexi Enterprise Management Consulting Partnership (- - 2,500.00 8.33

Limited Partnership)

Hefei Zexu Enterprise Management Partnership (Limited - - 2,200.00 7.33

Partnership)

Hefei Zehuan Enterprise Management Partnership (Limited - - 2,000.00 6.67

Partnership)

Hefei Zeqi Enterprise Management Partnership (Limited - - 2,000.00 6.67

Partnership)

Hefei Jinghui Core Investment Fund Partnership (- - 2,000.00 6.67

Limited Partnership)

Jewat Microelectronics (Hangzhou) Co., Ltd. - - 500.00 1.67

Total 1,000.00 100.00 30,000.00 100.00

Note: 1. Huang Jinde transferred the subscribed capital contribution of 10 million yuan held by Fangjing Technology to Hefei Zebai, and the two parties signed an equity transfer agreement separately and completed the industrial and commercial change registration at the same time as this capital increase.

2. According to the shareholding structure and composition of the board of directors after the transaction, none of the shareholders of Fangjing Technology can control more than half of the voting rights of the shareholders' meeting or decide more than half of the seats on the board of directors, so Fangjing Technology has no actual controller.

(6) The relevant ownership of Fangjing Technology

The equity of the target company involved in this transaction is clear, there is no mortgage, pledge and any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.

5. Pricing basis for related party transactions

The pricing of this capital increase was determined through friendly negotiation between the parties to the transaction, and each party increased the capital at a price of 1.00 yuan/registered capital. The transaction price is objective, fair and reasonable, in line with relevant laws, regulations and the provisions of the Articles of Association of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Articles of Association"), and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.

6. The main content of the related party transaction agreement and the performance arrangement

(1) The subject of the agreement

Party A: Fangjing Technology (hereinafter referred to as the "target company")

Party B (Party A's existing shareholder): Huang Jinde

Party C: Jinghe Integration, Jianheng New Energy, High-tech Investment, Jinghui Core, Jiewatt and Hefei Zebai

Ding Fang (hereinafter collectively referred to as the "Employee Stock Ownership Platform"): Hefei Zexi, Hefei Zexu, Hefei Zehuan, Hefei Zeqi

(2) Capital increase plan

1. The parties to this Agreement have agreed through consultation that Party C and Party D shall invest RMB 290 million in the target company in the form of currency (hereinafter referred to as the "capital increase") and subscribe to the new registered capital of the target company of RMB 290 million. After the completion of this capital increase, the registered capital of the target company will increase from 10 million yuan to 300 million yuan.

2. Party B agrees to waive the right of first refusal to subscribe for this capital increase, and transfer the subscribed capital contribution of 10 million yuan of the target company to Hefei Zebai, and the two parties will sign an equity transfer agreement separately and complete the industrial and commercial change registration at the same time as this capital increase. After Party B completes the equity transfer, Party B's rights and obligations under this Agreement shall be inherited by Hefei Zebai. Party B shall abide by and urge Hefei Zebai to perform the corresponding obligations in accordance with this agreement.

3. Before the completion of this capital increase, the capital contribution and equity ratio of the shareholders of the target company are as follows:

Name of shareholder Subscribed capital contribution (10,000 yuan) Capital contribution ratio (%)

Huang Jinde 1,000.00 100.00

Total 1,000.00 100.00

After the completion of this capital increase, the capital contribution and equity ratio of the shareholders of the target company are as follows:

Name of shareholder Subscribed capital contribution (10,000 yuan) Capital contribution ratio (%)

Hefei Jinghe Integrated Circuit Co., Ltd. 8,000.00 26.67

Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited 3,750.00 12.50

Gang)

Hefei High-tech Construction Investment Group Co., Ltd. 3,750.00 12.50

Hefei Zebai Enterprise Management Partnership (Limited Partnership) 3,300.00 11.00

Hefei Zexi Enterprise Management Consulting Partnership (Limited Partnership) 2,500.00 8.33

Hefei Zexu Enterprise Management Partnership (Limited Partnership) 2,200.00 7.33

Name of shareholder Subscribed capital contribution (10,000 yuan) Capital contribution ratio (%)

Hefei Zehuan Enterprise Management Partnership (Limited Partnership) 2,000.00 6.67

Hefei Zeqi Enterprise Management Partnership (Limited Partnership) 2,000.00 6.67

Hefei Jinghui Core Investment Fund Partnership (Limited Partnership) 2,000.00 6.67

Jiewatt Microelectronics (Hangzhou) Co., Ltd. 500.00 1.67

Total 30,000.00 100.00

4. The target company and its existing shareholders agree not to distribute profits in any form during the transition period. The target company and its existing shareholders undertake that as of the date of signing this agreement, the profit distribution of the target company has been fully disclosed. After the completion of the capital increase, all the owner's rights and interests of the target company before the completion date of the capital increase, such as all capital reserves, surplus reserves and undistributed profits, shall be enjoyed by all shareholders in accordance with their capital contribution ratios after the completion of the capital increase.

5. The parties to this agreement agree that the capital increase of the target company shall only be used for the expansion of the main business of the target company, the replenishment of working capital or other purposes approved by the shareholders' meeting of the target company; It shall not be used for other purposes such as non-operating expenses, repayment of debts to existing shareholders of the target company, etc.

(3) Liability for breach of contract

1. After the signing of this Agreement, all parties shall fully perform this Agreement. Any breach by either party of its representations, warranties, undertakings or other provisions of this Agreement shall constitute a breach of contract. If any party's breach of contract causes losses to the other party, the breaching party shall compensate the other party for the losses suffered thereby, including the reasonable expenses incurred by the non-breaching party in recovering the losses, including but not limited to attorney fees, arbitration fees, property preservation fees, announcement fees, appraisal fees, etc. In addition to requiring the breaching party to bear the liability for breach of contract, the non-breaching party also has the right to require the breaching party to continue to perform this agreement.

2. If the capital increase party fails to pay the capital increase in accordance with this agreement and the supplementary agreement without justifiable reasons, it shall pay liquidated damages to the target company according to the standard of 1/10,000 of the overdue amount for each overdue day; If the deadline exceeds 30 days, the target company and its existing shareholders have the right to terminate this agreement by written notice. For the avoidance of doubt, the indemnification obligations (if any) of the Party under this Agreement are separate and not joint.

3. If the target company fails to go through the industrial and commercial change registration procedures for the capital increase in accordance with this agreement, the target company shall pay a late fee to the capital increase party according to the standard of 1/10,000 of the capital increase date for each overdue day; If it is overdue for more than 60 days, the party has the right to terminate this agreement in the form of written notice, and the target company shall refund the capital increase paid by the investor without interest. However, due to the registration authority or force majeure reasons, the industrial and commercial change registration of this capital increase is delayed.

The above-mentioned capital increase agreement has not yet been signed, and the content of the above capital increase agreement is subject to the final actual signed content.

7. The necessity of related party transactions and the impact on listed companies

1. This foreign investment and related party transaction is a prudent decision made by the company based on its future development strategy, and it is conducive to further promoting the diversified development of the company's business and striving to obtain long-term and stable economic benefits by investing in Fangjing Technology to help it lay out the power semiconductor industry. At the same time, the two parties can achieve better synergies in the process of business development, maximize the utilization of channel resources, further enhance the company's comprehensive competitiveness, and help the development of the local industrial chain.

2. Before the completion of the production capacity construction of Fangjing Technology, Fangjing Technology may have related transactions such as wafer foundry with Crystalline Integration. In the event of a related party transaction, the Company will determine the transaction price, perform the corresponding procedures, and fulfill the information disclosure obligation in accordance with the relevant laws, regulations and normative documents as well as the relevant provisions of the Articles of Association.

3. At present, the company's operating conditions are good, the company's capital increase is the company's own funds, the related party transaction will not have a significant impact on the company's daily operation and financial condition, there is no damage to the interests of the company's shareholders, and it will not affect the company's independence, and the company's main business will not rely on or be controlled by related parties due to this transaction.

8. Risk Warning

As of the date of issuance of this verification opinion, the relevant agreement of this transaction has not been signed, and the specific content is subject to the actual signed agreement, and there is a risk of uncertainty in the implementation of the transaction. In addition, there is uncertainty about the future operating income of the target company, and there may be investment losses or asset impairment risks. Investors are advised to make prudent decisions and pay attention to investment risks.

9. Procedures for the review of performance

(1) Deliberation and voting of the Board of Directors

The Company held the eighth meeting of the second session of the Board of Directors on September 19, 2024, with 6 votes in favor, 0 abstentions,

The board of directors agreed to the company's proposed foreign investment and related party transactions, and authorized the management and relevant persons to handle the capital contribution of the company. The main body of this related party agreement, Jianheng New Energy, is an enterprise controlled by Hefei Construction Investment, and the directors of the company, Lu Qinhang, Chen Xiaobei and Guo Zhaozhi, also serve as directors, supervisors or senior managers in Hefei Construction Investment, and are the related directors of this related party transaction, and Mr. Lu Qinhang, Ms. Chen Xiaobei and Mr. Guo Zhaozhi have recused themselves from voting. The above proposals do not need to be submitted to the company's shareholders' meeting for deliberation.

(2) Deliberations at the special meeting of independent directors

On September 19, 2024, the company held the second meeting of the second session of the special meeting of independent directors of the board of directors

Opinion on the matter: The company's proposed foreign investment and related party transactions follow the principles of voluntariness, fairness and openness, which is conducive to enhancing the company's sustainable development ability and meets the needs of the company's strategic development. This related party transaction will not have a significant impact on the company's daily operation and financial condition, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. The necessary approval procedures have been fulfilled for this matter, and it is in compliance with relevant laws and regulations and the Articles of Association. Therefore, the independent directors unanimously agreed to the company's proposed foreign investment and related party transactions and agreed to submit the proposal to the board of directors of the company for deliberation.

(3) The deliberations of the board of supervisors

On September 19, 2024, the company held the sixth meeting of the second board of supervisors, and deliberated and approved the "About the Company's Proposal".

Proposal on Foreign Investment and Related Party Transactions. The board of supervisors believes that the company's proposed foreign investment and related party transactions follow the principle of equality and mutual benefit, meet the conditions of necessity, reasonableness and fairness, and perform the necessary procedures, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, such as the transfer of interests, which is in line with the company's long-term development plan and the interests of all shareholders. Therefore, the Board of Supervisors agreed to the company's proposed foreign investment and related party transactions. 10. Verification opinions of the sponsor institution

The company's proposed foreign investment and related party transactions have been deliberated and approved by the special meeting of the company's independent directors in advance, and have been deliberated and approved by the eighth meeting of the second board of directors and the sixth meeting of the second board of supervisors of the company. The review procedures for the above-mentioned related party transactions are in accordance with the relevant laws and regulations, normative documents and the Articles of Association. The pricing of this related party transaction follows the principle of fairness and reasonableness, and there is no harm to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. In summary, the sponsor has no objection to the company's proposed foreign investment and related party transactions.

(No text below)