Securities code: 688052 Securities abbreviation: NOVOSENSE Announcement No.: 2024-045

Suzhou NOVOSENSE Microelectronics Co., Ltd

Announcement on the progress of the proposed acquisition of shares of Shanghai McGoon Microelectronics Co., Ltd. in cash and the signing of the Supplementary Agreement to the Property Share Transfer Agreement

The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement

and assume legal responsibility for the authenticity, accuracy and completeness of its contents.

Important Content Notes:

● Suzhou NOVOSENSE Microelectronics Co., Ltd. (hereinafter referred to as the "Company" or "NOVOSENSE") in June 2024

On the 21st, the 10th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors were held, and the "Proposal on the Proposed Acquisition of Part of the Shares of Shanghai McGoun Microelectronics Co., Ltd. and Part of the Property Shares of Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liuzi Enterprise Management Partnership (Limited Partnership) in Cash" was deliberated and approved.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 24, 2024

Announcement on the Proposed Acquisition of Part of the Shares of Shanghai McGonn Microelectronics Co., Ltd. and Part of the Property Shares of Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liuzi Enterprise Management Partnership (Limited Partnership) (Announcement No.: 2024-029) (hereinafter referred to as the "Original Transaction") in cash.

Recently, after friendly negotiation between the relevant parties, the company intends to sign the "Supplementary Agreement to the Property Share Transfer Agreement" (hereinafter referred to as the "Supplementary Agreement") with 28 natural persons including Fang Jun, Wei Shizhong, Zhu Jianyu and Jiang Jie, and intends to adjust the "Property Share Transfer Agreement" (hereinafter referred to as the "Original Property Share Transfer Agreement") signed by the Company and Fang Jun, Zhu Jianyu, Wei Shizhong and Jiang Jie in the original transaction plan, and the "Original Property Share Transfer Agreement" stipulates that the company will take the transaction consideration in total11. 0.3012 million yuan The 11.03% shares of Shanghai McGonn Microelectronics Co., Ltd. (hereinafter referred to as the "target company" or "McGonn") held by 4 natural persons including Fang Jun through Shanghai Lai Rui Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Lai Rui") and Shanghai Liuzi Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Liuzi") were adjusted to the company and its wholly-owned subsidiary, Suzhou Naxing Venture Capital Management Co., Ltd. (hereinafter referred to as "Naxing Investment") With a total transaction consideration of 317.1784 million yuan, it acquired 31.72% of the shares of McGonn held by 28 natural persons including Fang Jun through Shanghai Lai Rui and Shanghai Liuzi, and the overall valuation of McGonn corresponding to the transaction consideration remained unchanged from the original transaction and remained at 1 billion yuan.

●In the original transaction, the Share Transfer Agreement signed by the Company with Shanghai Silicon Technology Co., Ltd. (hereinafter referred to as "Silicon Technology") and Shanghai LyRay continued to advance normally. After the completion of this transaction, the company and its subsidiary Naxing Investment will directly and indirectly hold 100% of the shares of McGoon. Among them, the company directly holds 68.28% of the shares of McGoon, and the company and its wholly-owned subsidiary Naxing Investment indirectly hold 31.72% of the shares of McGonn through Shanghai Leyray and Shanghai Liuzi.

●In order to enable McGoun to balance short-term performance goals and long-term development needs, optimize the company's resource allocation, and strengthen the synergy between the company and McGonn, the transaction arrangement between the company and 28 natural persons including Fang Jun does not set performance commitment clauses. In order to protect the legitimate rights and interests of the company, this supplementary agreement stipulates that Fang Jun, the founder of McGone, should sign a non-compete agreement and other restrictive clauses. At the same time, the company will help stabilize the management team and core employees of McGonn, maintain the core competitiveness of McGonn, and achieve long-term and stable development, so as to protect the interests of small and medium-sized investors.

●Upon completion of the transaction, the Company will directly and indirectly hold 100% of the shares of McGoon, and the Company will have full control over McGoon's operations and decision-making, thereby ensuring the alignment of strategic objectives and the Company's interests; It will help to improve the efficiency of the company's overall business integration with McGonn, concentrate R&D resources more effectively, achieve optimal allocation of resources, and improve overall operational efficiency; To enable the company and McGonn's business to continue to maintain steady development and strengthen the company's competitiveness in the market; Enhance the company's overall market position by integrating McGoon's talents, technology and market advantages; It helps to strengthen the cultural integration between the parent company and the subsidiary, form a unified corporate culture and values, reduce management risks, reduce acquisition risks, and enable the company to quickly adjust its strategy according to market changes, in line with the company's development vision and long-term strategic planning.

1. Overview of the basic situation

On June 21, 2024, the company held the 10th meeting of the 3rd Board of Directors and the 10th meeting of the 3rd Board of Supervisors

At the meeting, the company deliberated and passed the "proposal on the proposed acquisition of part of the shares of Shanghai McGonn Microelectronics Co., Ltd. and part of the property share of Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liuzi Enterprise Management Partnership (Limited Partnership) in cash", the company acquired 62.68% of the shares of McGonn directly held by Silicon Technology in cash, and acquired 5.60% of the shares of McGonn indirectly held by Silicon Technology through Shanghai Leyray in cash, and acquired 68.28% of the shares of McGonn in total, the total purchase consideration is 682.8216 million yuan; The company acquired 13.51% of the total capital contribution of Shanghai Lairui held by Zhu Jianyu and Jiang Jie (corresponding to 2.37% of the shares of McGonn) held by Zhu Jianyu and Jiang Jie, and 43.82% of the total capital contribution of Shanghai Liuzi held by Fang Jun and Wei Shizhong (corresponding to 8.66% of the shares of McGoern) held by Fang Jun and Wei Shizhong in cash, with a total purchase consideration of 110.3012 million yuan.

After the completion of the above transaction, the company will directly and indirectly hold 79.31% of the shares of McGoun, of which 68.28% of the shares will be directly held by McGonn, and 11.03% of the shares of McGonn will be indirectly held through Shanghai Lai Rui and Shanghai Liuzi, which can determine the election of more than half of the members of the board of directors of McGonn, and McGonn will become a holding subsidiary of the company and be included in the company's consolidated financial statements.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 24, 2024

Lu's "Announcement on the Proposed Acquisition of Part of the Shares of Shanghai McGoun Microelectronics Co., Ltd. and Part of the Property Shares of Shanghai Lairui Enterprise Management Partnership (Limited Partnership) and Shanghai Liuzi Enterprise Management Partnership (Limited Partnership) in Cash" (Announcement No.: 2024-029).

Second, the progress of the transaction

In the original transaction plan, the "Share Transfer Agreement" signed by the company with Sirui Technology and Shanghai Lyray continued to advance normally. As of the disclosure date of this announcement, the company has paid the first transfer price of 68,282,155.61 yuan to Silicon Rui Technology and Shanghai Lyrier in the above agreement.

In the original transaction plan, the company signed the Property Share Transfer Agreement with Fang Jun, Zhu Jianyu, Wei Shizhong and Jiang Jie. As of the disclosure date of this announcement, the company has paid Fang Jun, Zhu Jianyu, Wei Shizhong and Jiang Jie the first transfer price totaling 11,030,121.64 yuan agreed in the above agreement.

Recently, after friendly negotiation between the relevant parties, the company intends to sign the "Supplementary Agreement to the Property Share Transfer Agreement" with 28 natural persons including Fang Jun, Wei Shizhong, Zhu Jianyu and Jiang Jie, and intends to adjust the "Original Property Share Transfer Agreement", and the adjusted supplementary agreement and related transaction documents will replace all written and oral agreements and commitments reached by the parties on such subject matters before this. After the adjustment, the main contents are as follows:

Fang Jun, as the general partner of Shanghai Leyray, transferred his property share accounting for 8.68% of the total capital contribution of Shanghai Lyrix to Naxing Investment, a wholly-owned subsidiary of the company, (corresponding to 1.52% of the shares held by McGonn); Xu Jinmei, Wei Shizhong and other 26 natural persons, as limited partners of Shanghai Leyray, transferred to the company their total property shares accounting for 59.43% of the total capital contribution of Shanghai Leyray (corresponding to 10.44% of the shares held by McGonn); Fang Jun, as the general partner of Shanghai Liuzi, transferred his property share accounting for 56.27% of the total capital contribution of Shanghai Liuzi to Naxing Investment (corresponding to 11.12% of the shares held by McGonen); Xu Jinmei, Wei Shizhong and Fang Jun, as limited partners of Shanghai Liuzi, transferred their total property shares of 43.73% of Shanghai Liuzi (corresponding to 8.64% of the shares held by McGoon).

After the completion of the share transfer between the company and Sirui Technology and Shanghai Lairui and the completion of this transaction, the company and its subsidiary Naxing Investment

The company will directly and indirectly hold 100% of the shares of McGoon. Among them, the company directly holds 68.28% of the shares of McGoon, and the company and its wholly-owned subsidiary Naxing Investment indirectly hold 31.72% of the shares of McGonn through Shanghai Leyray and Shanghai Liuzi.

(1) The situation of the counterparty of the transaction

1. Fang Jun, male, Chinese nationality, ID number 310106197812******, residence in Pudong New Area, Shanghai, is currently the chairman and general manager of McGoon.

2. Xu Jinmei, female, Chinese nationality, ID number 340827198701******, living in Minhang District, Shanghai, is currently the director of human resources development of McGoon.

3. Wei Shizhong, male, Chinese nationality, ID number 310106198304******, residence in Jing'an District, Shanghai, is currently a director and senior sales director of McGoon.

4. Zhu Jianyu, male, Chinese nationality, ID number 510105197802******, living in Pudong New Area, Shanghai, is currently the R&D director of McGoon.

5. Jiang Jie, male, Chinese nationality, ID number 330402197910******, residence in Pudong New Area, Shanghai, is currently a supervisor of McGoon and senior product director of the senior product department.

6. Jiang Bo, male, Chinese nationality, ID number 321081198206******, residence in Qingpu District, Shanghai, is currently a supervisor of McGoon and a senior product director of the senior product department.

7. Lai Huaping, male, Chinese nationality, ID number 362131198010******, living in Yangpu District, Shanghai, is currently the senior director of the product support department of McGone.

8. Jia Bin, male, Chinese nationality, ID number 310115198002******, residence in Pudong New Area, Shanghai, is currently the director of the operation department of McGoon.

9. Yang Shixia, female, Chinese nationality, ID number 410103198212******, living in Pudong New Area, Shanghai, is currently a senior layout design engineer of McGoon.

10. Chen Zhiqing, male, Chinese nationality, ID number 310115198812******, living in Pudong New Area, Shanghai, is currently a senior analog IC engineer at McGoon.

11. Huang Guanzhong, male, Chinese nationality, ID number 420106198701******, living in Minhang District, Shanghai, is currently a senior analog IC design engineer at McGoon.

12. Yang Hejun, male, Chinese nationality, ID number 310115198411******, living in Pudong New Area, Shanghai, is currently the product director of McGoon.

13. Li Qi, male, Chinese nationality, ID number 620502199303******, residence in Tianshui City, Gansu Province

Qinzhou District, currently the head of product application of McGoon.

14. Jin Xing, male, Chinese nationality, ID number 342921198611******, living in Pudong New Area, Shanghai, is currently the director of test and development of McGoon.

15. Lu Jiaqiao, male, Chinese nationality, ID number 522722198411******, living in Pingshan District, Shenzhen, Guangdong Province, is currently the senior FAE supervisor of McGoon.

16. Meng Yonghao, male, Chinese nationality, ID number 410526198505******, living in Minhang District, Shanghai, is currently a senior hardware engineer at McGoon.

17. Sun Wei, male, Chinese nationality, ID number 340122198802******, living in Songjiang District, Shanghai, is currently a senior application engineer at McGoon.

18. Zhang Prisoner, male, Chinese nationality, ID number 341124197805******, residence in Minhang District, Shanghai, is currently a senior director of FAE of McGoon.

19. Yu Weiwei, male, Chinese nationality, ID number 321002198009******, living in Pudong New Area, Shanghai, is currently the senior analog IC design supervisor of McGoon.

20. Chen Xuhua, male, Chinese nationality, ID number 310103199101******, residence in Huangpu District, Shanghai, is currently the business development director of McGoon.

21. Shao Jiangxian, male, Chinese nationality, ID number 340121199107******, living in Pudong New Area, Shanghai, is currently the product manager of McGoon.

22. Yuan Haijun, male, Chinese nationality, ID number 310230198903******, living in Chongming County, Shanghai, is currently the procurement and logistics manager of McGoon.

23. Shen Xiao, male, Chinese nationality, ID number 310107199509******, residence in Jiading District, Shanghai, is currently a senior FAE of McGoon.

24. Xu Shaoyi, male, Chinese nationality, ID number 350725198508******, residence in Fengxian District, Shanghai, is currently the chief financial officer of McGoon.

25. Cao Yongjian, male, Chinese nationality, ID number 320681198810******, residence in Xishan District, Wuxi City, Jiangsu Province, is currently the human resources director of McGoon.

26. Ran Longping, male, Chinese nationality, ID number 511222198308******, residence in Jiangbei District, Chongqing City, current senior FAE of McGoon.

27. Correction country, male, Chinese nationality, ID number 370785198707******, domiciled in Hangzhou, Zhejiang Province

Xiaoshan District, City, is currently a senior FAE at McGoon.

28. Fang Jun, male, Chinese nationality, ID number 310109196901******, residence in Pudongxin, Shanghai

District, the founder of McGoon.

(2) The main contents of this supplementary agreement

1. The subject of the agreement

Transferors: Fang Jun, Xu Jinmei, Wei Shizhong, Zhu Jianyu, Jiang Jie, Jiang Bo, Lai Huaping, Jia Bin, Yang Shixia, Chen Zhiqing, Huang Guanzhong, Yang Hejun, Li Qi, Jin Xing, Lu Jiaqiao, Meng Yonghao, Sun Wei, Zhang Jiao, Yu Weiwei, Chen Xuhua, Shao Jiangxian, Yuan Haijun, Shen Xiao, Xu Shaoyi, Cao Yongjian, Ran Longping, Jiaoguo, Fang Jun

Transferee: Suzhou NOVOSENSE Microelectronics Co., Ltd., Suzhou Naxing Venture Capital Management Co., Ltd

Target enterprises: Shanghai Lairui Enterprise Management Partnership (Limited Partnership), Shanghai Liuzi Enterprise Management Partnership (Limited Partnership)

2. The transfer and pricing of the property share

According to the terms and conditions of the supplementary agreement, the transferor will transfer the property share of the target enterprise to the transferee by way of transfer by agreement, in which Fang Jun, as the general partner of Shanghai Lyri, transferred its property share of 1,665,223 yuan held by Shanghai Lyray to Naxing Investment, a wholly-owned subsidiary of NOVOSENSE (accounting for about 8.6811% of the total capital contributed by Shanghai Lyray on the date of signing the supplementary agreement); Xu Jinmei, Wei Shizhong and other 26 transferors, as limited partners of Shanghai LeyGray, transferred their total property share of 11,400,712 yuan (about 59.4340% of the total capital contribution of Shanghai Leyray on the date of signing the supplementary agreement) to NOVOSENSE; Fang Jun, as the general partner of Shanghai Liuzi, transferred his property share of 1,011,350 yuan (about 56.2690% of the total capital contribution of Shanghai Liuci on the date of signing the supplementary agreement) to Naxing Investment; Xu Jinmei, Wei Shizhong and Fang Jun, the three transferors, as the limited partners of Shanghai Liuzi, transferred to NOVOSENSE a total of 786,000 yuan of Shanghai Liuzi's property share (about 43.7310% of the total capital contribution of Shanghai Liuzi on the date of signing the supplementary agreement) (collectively referred to as the "target property share").

According to the "Suzhou NOVOSENSE Microelectronics Co., Ltd. intends to acquire the equity of Shanghai McGoon Microelectronics Co., Ltd. in cash" issued by Shanghai Dongzhou Asset Appraisal Co., Ltd., the shareholders of Shanghai McGoon Microelectronics Co., Ltd

Asset Appraisal Report on the Value of All Equity (Dongzhou Ping Bao Zi [2024] No. 1144), December 31, 2023

The valuation base date is the valuation base date (the "Valuation Base Date"), and the value of the total equity of the shareholders of the target company is $100,000. After consultation and agreement of all parties, the transfer price of the property share for this share transfer shall be determined according to the valuation of the target company as a whole (i.e., corresponding to 100% of the shares of the target company) of 1 billion yuan, and the transferee shall pay the transfer price of the property share to the transferor

The total amount is RMB 317,178,443.89 (the "Property Share Transfer Price").

3. The payment method and main conditions for the transfer price of the property share

(1) The method of payment of the transfer price of the property share

The transfer price of the property share of Fang Jun, Xu Jinmei and Fang Jun shall be divided into five payments, and the transfer price of the property share of the transferor other than Fang Jun, Xu Jinmei and Fang Jun shall be divided into six payments, of which:

1) The transferor shall pay the transfer price of the first three property shares

a. The amount paid by the transferee to the transferor in accordance with the original property share transfer agreement on the date of signing of the supplementary agreement

(i.e., the transferee has made a request to Fang Jun, Zhu Jianyu and Wei Shi on July 5, 2024 in accordance with the "Original Property Share Transfer Agreement".)

7,261,539.18 yuan, 1,674,925.54 yuan, 1,395,771.28 yuan, and 697,885.64 yuan paid by Zhong and Jiang Jie, respectively)

Automatic conversion to the first transfer price under the Supplemental Agreement (the "First Transfer Payment").

b. The transferee shall pay the second transfer price within ten (10) working days from the date on which the terms of payment of the second transfer price prove to be satisfied or waived in writing by the transferee, and the first transfer price and the second transfer price shall be paid together to 30% of the total transfer price of the property shares.

c. The third transfer price of the transferor is 30% of the total amount of the transfer price of the property share.

2) The transfer price of the remaining property share corresponding to the transferor shall be paid

Fang Jun, Xu Jinmei and Fang Jun paid 30% and 10% of the total transfer price of the property share corresponding to Fang Jun, Xu Jinmei and Fang Jun respectively.

The fourth, fifth and sixth tranches of the transferor's property share transfer price other than Fang Jun, Xu Jinmei and Fang Jun

Payment terms should be met or waived in December 2025, December 2026, December 2027, respectively

Monthly payment, the payment ratio is 10%, 15% and 15% of the total transfer price of the corresponding property share of each transferor except Fang Jun, Xu Jinmei and Fang Jun.

(2) The terms of payment of the transfer price of the property share

1) The main conditions for the payment of the second transfer price

(a) the Supplemental Agreement and the Share Transfer Agreement have been signed and entered into force by the parties in accordance with the law;

(b) Siric Technology has obtained the decision-making approval of its board of directors and shareholders' (general meeting) for the completion of the share transfer under the share transfer agreement, and has provided the transferee with supporting documents of its board of directors and shareholders' (general meeting) decision-making approval;

(c) the transferee has obtained the approval of the board of directors for the completion of the share transfer and the share transfer under the share transfer agreement;

(d) Waiver of pre-emptive right and approval of the target enterprise. The transferor has obtained written confirmation that the other partners of the target enterprise have waived the right of first refusal of the share transfer in accordance with the provisions of the partnership agreement of the target enterprise, and has provided supporting documents to the transferee; The target enterprise has obtained the necessary decision-making approval for the completion of the share transfer, and provided the transferee with the supporting documents of the target enterprise's decision-making approval;

(e) Target Company Approval. The transferor has obtained the decision-making approval of the shareholders' meeting of the target company necessary for the completion of 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 of the decision-making and approval of the shareholders' meeting of the target company;

(f) Third Party Approval and Notification Obligations. the transferor and the target company have obtained the consents and approvals of all relevant third parties necessary to complete the proposed transaction under the transaction documents; Both the Transferor and the Target Company have fulfilled their notification obligations in respect of the proposed transaction under the Supplemental Agreement in accordance with applicable law;

(g) the transfer of shares 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 (approximately 68.2822% of the total share capital of the Target Company on the date of signing the Share Transfer Agreement) held by Sirui Technology and Shanghai Leyray in the name of the transferee (the completion date of the share transfer under the Share Transfer Agreement is the "Delivery Date of Share Transfer");

(h) Amendments to the articles of association of the target company. The target company has convened a shareholders' meeting, all shareholders have resolved to agree to amend the articles of association of the target company, and the transferor has cooperated with the transferee to sign and complete all the documents for the registration and filing of industrial and commercial changes for the amendment of the articles of association of the target company or the amendment to the articles of association (if necessary);

(i) Corporate Governance. The transferor has cooperated with the transferee to complete the reorganization of the board of directors, board of supervisors, and senior management of the target company and the change of the legal representative, and has cooperated with the signing of all documents for the completion of the industrial and commercial change registration and filing procedures for the reorganization of the board of directors, board of supervisors, senior management and the change of the legal representative of the target company;

(j) Silicon Technology and the Transferor have signed and delivered to the Transferee and the Target Enterprise the withdrawal agreement of Silicon Technology and the Transferor from the Target Enterprise for all capital reductions and withdrawal from the Target Enterprise approved by the Transferee;

(k) the transferee has signed the partnership agreement of the target enterprise reflecting the share transfer; The target enterprise shall sign the list of partners and provide the transferee with the aforesaid signed list of partners;

(l) the transferor, the group company (referring to any or all members of McGonn and all entities within the scope of McGonn's consolidated statements) and the target enterprise have handed over the transfer materials or documents of the group company and the target enterprise to the designated personnel of the transferee in accordance with the handover list confirmed with the transferee, and the transferee's designated personnel sign the handover list for confirmation, and complete the handover of information or documents such as licenses, finance, obligations, laws, employees, etc.;

(m) To complete the adjustment matters agreed by the group company;

(n) the domain name used by the Group Company in the name of a third party is transferred to the Group Company or the Transferee, and the relevant Party has signed a transfer agreement to that effect and submits a copy of the transfer agreement to the Transferee;

2) The main conditions for the payment of the third transfer price

(a) The industrial and commercial change registration of the target enterprise. The target enterprise has completed the industrial and commercial change registration procedures for the capital reduction and withdrawal of Sirui Technology from Shanghai Lyris and the share transfer, and submitted a copy of the industrial and commercial change registration certificate to the transferee;

(b) Tax Completion. 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 voucher to the transferee;

(c) The target company's industrial and commercial change registration is recorded. The target company has completed the industrial and commercial change registration and filing procedures for the reorganization of the board of directors, board of supervisors, senior management of the target company and the amendment of the articles of association or articles of association, and submitted a copy of the industrial and commercial change registration and filing certificate to the transferee;

(d) the domain name used by the group company in the name of a third party has been transferred to the group company or the transferee, and the corresponding change registration procedures (if registration is involved) have been completed, the domain name has been registered in the name of the group company or the transferee, and a copy of the change registration certificate has been submitted to the transferee;

(e) The transferor cooperates with the transferee to complete the change of the approval authority of various internal process management systems such as the financial system of the group company, and the transferee and the group company jointly exercise the approval authority, and Siric Technology and the transferor no longer have the approval authority of the group company;

(f) The transferor, the group company and the target enterprise have handed over the complete directory, materials and information of the suppliers, customers and other entities of the group company and the target enterprise who have business or capital transactions with the group company and the target enterprise to the designated personnel of the transferee in accordance with the handover list confirmed with the transferee, and the designated personnel of the transferee shall sign the handover list for confirmation.

3) The main conditions for the payment of the fourth transfer price of Fang Jun, Xu Jinmei and Fang Jun

(a) The transferor, the group company and the target enterprise have handed over all the assets, materials or documents transferred by the group company and the target enterprise to the personnel designated by the transferee in accordance with the handover list confirmed with the transferee, and the transferee's designated personnel shall sign the handover list to confirm and complete the handover of the assets, materials or documents.

(b) On the date when the transferor, the group company and the target enterprise complete the handover work agreed in the preceding paragraph, Fang Jun and Xu Jinmei have properly terminated the labor relationship with the group company and signed the necessary resignation confirmation documents; Moreover, Fang Jun has signed a confidentiality and non-competition agreement with the Group Company no later than the date on which it terminated the labor relationship with the Group Company, and has fully performed the aforesaid agreement, which does not exist

in case of default.

4) The main conditions for the payment of the fifth transfer price of Fang Jun, Xu Jinmei and Fang Jun

One (1) year from the date on which the transferor, the group company and the target enterprise complete the handover of all materials and documents in accordance with the supplementary agreement.

5) The main conditions for the payment of the fourth, fifth and sixth transfer price of the transferor other than Fang Jun, Xu Jinmei and Fang Jun

The transferors other than Fang Jun, Xu Jinmei and Fang Jun shall continue to work in the Group Company from the date of signing of the supplementary agreement to the date of payment of the fourth, fifth and sixth transfer price of the transferors other than Fang Jun, Xu Jinmei and Fang Jun, and there shall be no violations of laws and regulations or violations of the relevant internal regulations and labor discipline of the Group Company such as labor contracts and employee handbooks and actual losses to the Group Company.

4. Transfer and delivery of the target property share

(1) Unless the transferee waives in writing in advance, the transferor shall and shall procure other relevant parties such as Silicon Technology, the target enterprise and the group company to complete the signing of the agreement, the internal and external approvals and notices of the transferor, the transferee and the transferee and the adjustment matters agreed by some group companies within fifteen (15) days from the date of signing the supplementary agreement.

(2) On the day when the prerequisites for delivery are satisfied, the transferee signs the partnership agreement of the target enterprise reflecting the share transfer; The transferor shall procure the target enterprise to sign the register of partners. Subject to the prior written waiver of the Transferee, the Transferor shall and shall procure that other relevant parties such as Silicon Technologies, the Target Enterprise and the Group Company complete all closing conditions precedent within thirty (30) days from the date of the Supplemental Agreement.

When the transferee completes the signing and effectiveness of the partnership agreement of the target enterprise, it shall be deemed to be the delivery of the share transfer ("Delivery"), and the date on which the partnership agreement of the target enterprise is signed and takes effect shall be the closing date ("Closing Date").

(3) On the closing date, the transferor shall and shall procure other relevant parties such as Silicon Solid Technology, the target enterprise and the group company to complete the delivery of the share transfer, the amendment of the articles of association of the target company, the adjustment of corporate governance, the signing of the withdrawal agreement, the handover of materials and the adjustment matters agreed by some group companies in the payment conditions of the second transfer price.

(4) The transferor shall and shall procure that other relevant parties such as Sirui Technology, the target enterprise and the group company complete all the conditions for payment of the second transfer price within thirty (30) days from the date of signing the Supplemental Agreement.

(5) The transferor shall and shall procure that other relevant parties such as Silicon Solid Technology, the target enterprise and the group company complete all the payment conditions of the third transfer price and all of Fang Jun, Xu Jinmei and Fang Jun within forty-five (45) days from the closing date

Conditions for payment of the fourth transfer price.

5. The main arrangements for the transition period

(1) Transitional arrangements

The Transferor agrees and undertakes that, during the period from the date of signing of the Supplemental Agreement to the Closing Date (the "Transition Period"), unless otherwise agreed in the Supplemental Agreement or with the prior written consent of the Transferee, it shall procure the Target Company to operate (and will procure each Target Enterprise or Group Company) to operate its business in a normal manner consistent with past practice, preserve and protect the value of the assets of the Target Enterprise or Group Company from impairment, and comply with the laws of the PRC and its internal management system; It shall not take, agree or undertake to take any of the actions agreed in the agreement, including but not limited to changes in the main business, amendments to the articles of association, changes in registered capital, etc.

(2) Period profit and loss

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

During the delivery date of the transfer (if the delivery date of the share transfer is before the 15th of the month (including the 15th), the end of the previous month; If the delivery date of the share transfer is after the 15th of the month (excluding the 15th day), to the end of the month of the month on the delivery date of the share transfer, the "profit and loss vesting period"), the profits and gains generated by the target company in the course of operation or the increase in net assets (if any, the consolidated caliber) corresponding to the share of the target property shall be enjoyed by the transferee, and the losses and losses incurred by the target company corresponding to the share of the target property shall be reduced in the net assets incurred in the course of operation or other reasons (if any, Merger) shall be borne by the transferor, and shall be implemented in the following manner:

After the closing date, the parties agree that the audit institution engaged by the transferee in accordance with the provisions of the Securities Law will audit the target company (consolidated caliber) and issue an audit report. The profit and loss realized by the target company during the profit and loss attribution period shall be determined according to the aforesaid audit report.

If, according to the audit report, the equity attributable to the parent company of the target company during the profit and loss vesting period (i.e., the amount of net book assets at the end of the profit and loss attribution period - the amount of net book assets on the basis date of assessment) is negative, the reduction corresponding to the share of the target property shall be made up by the transferor to the transferee in cash within ten (10) working days from the date of issuance of the audit report, and the transferee shall have the right to deduct it from the transfer price of the property share.

6. Liability

(1) If a party breaches any of its representations, representations, warranties, undertakings, agreements or obligations under the transaction documents (the breaching party is the "breaching party"), the breaching party shall indemnify the relevant party that has suffered losses (the "indemnification party") for all liabilities, losses, damages, claims,

Costs and expenses, interest, awards, judgments and penalties (including: reasonable attorneys' fees and consultants' fees, any claims brought by or otherwise arising from any entity, losses of the transferee resulting from the losses of the target company and the group company, and any loss or impairment of available benefits) (and such losses shall include any relevant taxes and fees incurred by the indemnified party as a result of the acceptance of compensation, hereinafter collectively referred to as "Losses").

(2) If any transferor or the target enterprise or group company fails to complete the corresponding matters within the relevant time limit of the delivery arrangement stipulated in the supplementary agreement, the transferor shall pay the transferee overdue liquidated damages according to the daily calculation of the amount of the transfer price of the property share under the supplementary agreement according to the standard of 5/10,000 per day, and the transferee shall have the right to deduct it from the transfer price of the property share.

(3) If the transferee fails to pay the transfer price of the property share within the time limit specified in the supplementary agreement, the transferee shall pay the transferor liquidated damages for overdue damages according to the amount of the unpaid transfer price of the property share payable by the transferee at the rate of 5/10,000 per day for each overdue day.

(4) The failure of either party to the Original Property Share Transfer Agreement and the Supplemental Agreement to assert any of its rights under the Original Property Shares Transfer Agreement and the Supplemental Agreement, and the signing of the Supplemental Agreement by the parties shall not constitute a waiver of any rights under the Original Property Shares Transfer Agreement and the Supplemental Agreement (including but not limited to the right to pursue the breaching party's liability for breach of contract, termination and rescission of the Agreement).

7. Effectiveness of the Agreement

The Supplemental Agreement shall be established and enter into force on the date of signing by all the transferors, affixing the official seal of the transferee and being signed by its legal representative or authorized representative.

8. Other matters

The Transaction Documents and other documents delivered pursuant to the Transaction Documents (including the Addendums) constitute the entire agreements and understandings of the parties with respect to the subject matter of the Transaction Documents and supersede all prior written and oral agreements and undertakings of the parties with respect to such subject matter. The Supplemental Agreement is a supplement to the Original Property Share Transfer Agreement, and in the event of any conflict between the Original Property Share Transfer Agreement and the Supplemental Agreement, the provisions of the Supplemental Agreement shall prevail.

(3) The review procedures for the performance of this transaction

On October 14, 2024, the company held the thirteenth meeting of the third board of directors and the tenth meeting of the third board of supervisors

At the third meeting, the "Proposal on the Progress and Signing of the Proposed Acquisition of Shares of Shanghai McGoden Microelectronics Co., Ltd. in Cash" was deliberated and approved<财产份额转让协议之补充协议>.

According to the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and the "Articles of Association" and other regulations, this transaction is not

It constitutes a related party transaction, nor does it constitute a material asset restructuring, and this transaction is within the scope of the approval authority of the board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.

(4) The source of funds for this transaction

The supplementary agreement was signed this time, and the source of funds for the transaction is the company's own funds and self-raised funds. The company intends to apply for an M&A loan of no more than 600 million yuan from the bank to pay for part of the property share transfer price and share transfer of this transaction

Part of the share transfer price, with a borrowing term of no more than 7 years, and a borrowing interest rate between 2.60% and 3.00%.

The company's use of its own funds and self-raised funds to pay part of the property share transfer price and part of the share transfer price of the transaction is based on the company's current actual operating conditions and cash flow situation, in line with the company's financing arrangements and the company's subsequent capital use planning, will not bring significant financial risks to the company, will not have a significant impact on the company's production and operation.

3. The impact of the signing of the supplementary agreement on the company

In order to enable McGoun to balance short-term performance goals and long-term development needs, optimize the company's resource allocation, and strengthen the synergy between the company and McGoon, the transaction arrangement between the company and 28 natural persons including Fang Jun does not set performance commitment clauses. In order to protect the legitimate rights and interests of the company, this supplementary agreement stipulates that Fang Jun, the founder of McGone, should sign a non-compete agreement and other restrictive clauses. At the same time, the company will help stabilize the management team and core employees of McGonn, maintain the core competitiveness of McGonn, and achieve long-term and stable development, so as to protect the interests of small and medium-sized investors.

With the signing of the supplementary agreement, the company's acquisition transaction plan has changed from the acquisition of a controlling stake in McGoon to a wholly-owned acquisition, achieving 100% control of McGoon, and the company can fully control the operations and decision-making of the subsidiary, so as to ensure the consistency of strategic objectives and the company's interests; It will help to improve the efficiency of the company's overall business integration with McGone, organize and integrate more effectively, concentrate R&D resources, accelerate the innovation process, quickly respond to market changes, achieve optimal allocation of resources, and improve overall operational efficiency; To enable the company and McGoon's business to continue to maintain steady development, strengthen the company's competitiveness in the market, and enhance the company's overall market position by integrating McGoon's talents, technology and market advantages; It helps to strengthen the cultural integration between the parent company and the subsidiary, form a unified corporate culture and values, reduce management risks, reduce acquisition risks, and enable the company to quickly adjust its strategy according to market changes, in line with the company's development vision and long-term strategic planning.

4. Risk Warning

(1) The risk that McGoon's benefits are less than expected

The main purpose of the company's acquisition 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.

(2) The risk of impairment of goodwill

Upon completion of the acquisition, McGoon will become a wholly-owned subsidiary of the Company and is expected to generate a certain amount of goodwill in the Company's consolidated balance sheet. In accordance with the provisions of the Accounting Standards for Business Enterprises, the goodwill generated by the acquisition will be tested for impairment on an annual basis. After this transaction, the company will be fully integrated with McGonn and strive to improve McGonn's market competitiveness and long-term stable development ability, but if there are adverse changes in McGonn's future operating activities, there will be a risk of impairment of goodwill, which will adversely affect the company's future profit and loss for the current period.

(3) There is a risk of uncertainty in the completion of the implementation of this transaction

The transaction can only be completed after certain conditions precedent to closing are met and the counterparty pays the payment terms and consideration for the closing items in a timely manner in accordance with the transaction agreement. There is uncertainty as to whether this transaction can be completed, so please pay attention to the investment risks.

The Company will fulfill its information disclosure obligations in a timely manner in accordance with the provisions of relevant laws, regulations and systems according to the follow-up progress of this transaction.

The announcement is hereby made.

Board of Directors of Suzhou NOVOSENSE Microelectronics Co., Ltd

October 15, 2024