Securities code: 688368 Securities abbreviation: Jingfeng Mingyuan Announcement No.: 2024-067

Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd

Announcement on the suspension of trading on the planning of major asset restructuring

The Board of Directors and all directors of the Company guarantee that there is no false record or misleading statement in the content of this announcement

or material omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its content.

Important Content Notes:

Suspension and resumption of trading of securities: Applicable

Due to the planning of a major asset restructuring, the suspension and resumption of trading of the Company's relevant securities are as follows:

Suspension

Stock code, stock abbreviation, suspension and resumption type, suspension start date, suspension termination date, resumption date

duration

688368 Jingfeng Mingyuan A shares suspended 2024/10/22

1. Reasons for suspension and work arrangements

Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. (hereinafter referred to as the "Company", "the Company") is

It is planned to purchase Sichuan Yichong Technology by issuing shares, issuing directional convertible corporate bonds and paying cash

Limited to the control of the company (hereinafter referred to as "Sichuan Yichong" or "transaction target"), and at the same time intends to raise matching funds

(hereinafter referred to as the "Transaction").

According to preliminary calculations, this transaction is expected to constitute the provisions of the "Measures for the Administration of Major Asset Restructuring of Listed Companies".

major asset restructuring; And in accordance with the relevant provisions of the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", the beginning

It is expected that this transaction constitutes a connected transaction. Prior to this transaction, the Company had no affiliation with the counterparty.

This transaction will not lead to a change in the actual controller of the company.

In view of the fact that the matter is still in the planning stage and there are uncertainties, in order to ensure fair information disclosure, the investment is maintained

In the interests of investors, to avoid abnormal fluctuations in the company's stock price, the company applied to the Shanghai Stock Exchange

The stock (stock abbreviation: Jingfeng Mingyuan, stock code: 688368) will be released on October 22, 2024 (week

2) Trading will be suspended from the opening of the market, and the suspension time is expected to be no more than 5 trading days.

During the suspension of stocks, the company will fulfill its information disclosure obligations in accordance with the relevant provisions and requirements of the Administrative Measures for the Material Asset Restructuring of Listed Companies, the Rules for the Suspension and Resumption of Trading of Listed Companies, and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 6 - Material Asset Restructuring, and will disclose the plan for the issuance of shares, the issuance of directional convertible corporate bonds and the payment of cash to purchase assets and raise matching funds approved by the board of directors before the expiration of the suspension period, and apply for resumption of trading at the same time.

Second, the basic situation of the reorganization

1. The basic information of the transaction target

Company name: Sichuan Yichong Technology Co., Ltd

Unified Social Credit Code 91440300360029544A

Type of enterprise: Limited liability company (foreign-invested, non-sole proprietorship)

Legal representative: Pan Siming

The registered capital is 214,748,236 yuan

Registered address: No. 1, 4th Floor, Building 10, No. 303, Group 3, Liangfengding Village, Zhengxing Town, Tianfu New District, Chengdu, Sichuan Province

Date of Establishment: 2016-02-17

R&D, design, sales, technical consulting of semiconductor integrated circuit chips, computer software and hardware,

technical services; R&D and sales of intelligent electronic products; R&D, design and sales of mobile phones; trade

Business Scope: Easy Agency; Business management consulting. (Projects subject to approval in accordance with the law shall be approved by relevant departments.)

business activities can only be carried out after that, except for those that involve the implementation of special administrative measures for access as stipulated by the state

outside). (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments)

Guangzhou Weijunsi Investment Enterprise (Limited Partnership), Shanghai Jinju Lihe Enterprise Management Center

Major shareholders (limited partnership), Chengdu Zhihe Juxin Enterprise Management Center (limited partnership), Chengdu Zhi

Hejucheng Enterprise Management Center (Limited Partnership), Zhihejude Co., Ltd., etc

The actual controller is Pan Siming

2. Basic information of the counterparty

The counterparties of this transaction are mainly Guangzhou Weijunsi Investment Enterprise (Limited Partnership), Shanghai Jinju Lihe Enterprise Management Center (Limited Partnership), Chengdu Zhihe Juxin Enterprise Management Center (Limited Partnership), Chengdu Zhihe Jucheng Enterprise Management Center (Limited Partnership), Zhihe Jude Co., Ltd. and other Sichuan Yichong shareholders. In view of the fact that the transaction is still in the process of negotiation, the final counterparty of the transaction shall be subject to the announcement information disclosed by the company in the future.

The basic information of the above-mentioned counterparties is as follows:

(1) Guangzhou Weijunsi Investment Enterprise (Limited Partnership)

Company Name: Guangzhou Weijunsi Investment Enterprise (Limited Partnership)

Type of business: Limited partnership

Unified social credit code 91440101MA59BQ515B

Managing Partner, Siming Pan

Main place of business: No. 106, Fengze East Road, Nansha Yunshan Poetic Family, Nansha District, Guangzhou (Building 1)

Room 1301, 13th floor, self-compiled 1301-I432

The investment amount is RMB 1.5 million

Established 2016-02-05

Business Scope: Investment advisory services; investment of the company's own funds; Investment management services

(2) Shanghai Jinju Lihe Enterprise Management Center (Limited Partnership)

Company Name: Shanghai Jinju Lihe Enterprise Management Center (Limited Partnership)

Type of business: Limited partnership

Unified social credit code 91510100MAAEG3QJ4C

Managing Partner, Siming Pan

Main business place: Building 1, No. 1, Haikun Road, Fengxian District, Shanghai

The capital contribution is 17,851,595 yuan

Established 2020-11-13

General Items: Business Management; project management services; Information consulting services (license not included

Business scope of information consulting services). (Except for projects subject to approval in accordance with the law, according to the law with a business license.)

In-house business activities)

(3) Chengdu Zhihe Juxin Enterprise Management Center (Limited Partnership)

Company Name: Chengdu Zhihe Juxin Enterprise Management Center (Limited Partnership)

Type of business: Limited partnership

Unified social credit code 91510100MA6AUEEJ32

Managing Partner, Siming Pan

Main place of business: No. 366, North Section of Huban Road, Tianfu New District, Chengdu, China (Sichuan) Pilot Free Trade Zone

Building 10, Unit 1, 4th Floor, No. 401

The capital contribution is 22,698,474 yuan

Established 2020-11-13

Business Scope General Items: Enterprise Management Services; project management services; Business information consulting services. (Except.)

Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).

(4) Chengdu Zhihe Jucheng Enterprise Management Center (Limited Partnership)

Company Name: Chengdu Zhihe Jucheng Enterprise Management Center (Limited Partnership)

Type of business: Limited partnership

Unified Social Credit Code: 91510100MA6CHWPB8A

Managing Partner, Siming Pan

Main place of business No. 303, Group 3, Liangfengding Village, Zhengxing Town, Tianfu New District, Chengdu, Sichuan Province ("Tianfu Jingrong Zhong

Heart Area A"), 4th floor (west side) of Building 10

The capital contribution is 8,153,231 yuan

Established on 2018-07-04

Business Scope: Business Management and Consulting; software development; Information technology consulting. (Items subject to approval in accordance with the law.)

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

(5) Zhihe Jude Co., Ltd

Company name: Zhihe Jude Co., Ltd

Type of business: Limited company

Business Registration Number 73432977

ACCOMMODATION RM 1301, 13/F BLISSFUL BLDG NO 243-247 DES VOEUX RD

CENTRALHONG KONG

The capital contribution is 5,745,893 yuan

Established on 2021-10-11

Directors Yue, Eva Yee Wah

Business Scope Investment holding

3. Transaction methods

The company intends to purchase the control of Sichuan Yichong by issuing shares, issuing directional convertible corporate bonds and paying cash, and at the same time raise matching funds. Please refer to the subsequent announcement information for the specific transaction method and transaction plan of this transaction.

3. Documents of intent for this transaction

On October 21, 2024, the company entered into cooperation with Guangzhou Weijunsi Investment Enterprise (Limited Partnership) and Shanghai Jinjuli

The Company Management Center (Limited Partnership), Chengdu Zhihe Juxin Enterprise Management Center (Limited Partnership), Chengdu Zhihe Jucheng Enterprise Management Center (Limited Partnership) and Zhihe Jude Co., Ltd. signed the "Equity Acquisition Intent Agreement", stipulating that the company intends to purchase the control of Sichuan Yichong through the issuance of shares, the issuance of directional convertible corporate bonds and the payment of cash, and the pricing of this transaction will be based on the report issued by the appraisal agency with securities qualifications, which will be determined by the parties to the transaction through negotiation. The above agreement is the preliminary intention reached by the parties to the transaction, and the specific plan and related terms of the transaction shall be determined by the parties to the transaction through negotiation and signing of formal documents.

4. Risk Warning

The easy solution is still under discussion and verification, and there is still great uncertainty. The transaction is subject to the approval of the board of directors and the general meeting of shareholders of the company, and is subject to the approval of the competent regulatory authorities.

The company's designated information disclosure media is the website of the Shanghai Stock Exchange (www.sse.com.cn), and the information about this transaction is subject to the above-mentioned designated media.

The announcement is hereby made.

Board of Directors of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd

October 22, 2024