Stock code: 688072 Stock abbreviation: Tuojing Technology Announcement No.: 2024-070

Tuojing Technology Co., Ltd

Announcement on the holding subsidiary's intention to sign an equipment purchase contract and related party transaction

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Overview of the Connected Transaction: Tuojing Jianke (Haining) Semiconductor Equipment Co., Ltd. (hereinafter referred to as "Tuojing Jianke"), a holding subsidiary of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company"), intends to enter into an equipment procurement contract with Shanghai Jiyi Technology Co., Ltd. (hereinafter referred to as "Jiyi Technology") with a total contract amount of approximately RMB10 million (tax included).

This transaction involves the purchase of equipment from related parties Jiyi Technology, which constitutes a related party transaction, but does not constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

There are no major legal obstacles to the implementation of this transaction.

The transaction has been deliberated and approved by the 12th meeting of the second board of directors and the 11th meeting of the second board of supervisors of the company, and this matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

1. Overview of related party transactions

In order to meet the production and operation needs of Tuojing Keytech, Tuojing Keykey intends to sign a procurement contract with Jiyi Technology to purchase a silicon carbide etching equipment from Jiyi Technology for about RMB 10 million (tax included), which will help improve the production capacity of Tuojing Keykey and provide guarantee for the industrialization of new products.

Mr. Chen Xinyi, the deputy general manager of the company, used to serve as a director of Jiyi Technology, and 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 (hereinafter referred to as the "Listing Rules"), Jiyi Technology is a related party of the Company, so the transaction between Tuojing Jianke and Jiyi Technology constitutes a connected transaction.

The procurement contract has not yet been signed, and the final actual purchase amount and payment method are subject to the formal contract actually signed by all parties.

The 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.

As of this related party transaction, in the past 12 months, the related party transactions related to the company and the same related person or the type of transaction target between different related parties have not reached more than 30 million yuan, and have not reached more than 1% of the company's latest audited total assets or market value, and this related party transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation.

2. Basic information of related persons

1. Basic information of related parties

Basic information about related parties

Name: Shanghai Jiyi Technology Co., Ltd

Company Type: Limited Liability Company (Foreign-invested Enterprise and Domestic Joint Venture)

Legal representative: Yang Ping

The registered capital is 4,755,886 yuan

Date of Establishment: April 14, 2015

Registered address: Room 4026, Building E, No. 555, Dongchuan Road, Minhang District, Shanghai

General projects: technical services, technology development, technical consulting, technical exchanges

flow, technology transfer, technology promotion; manufacturing of electronic special equipment; Electronic specialty

sales with equipment; manufacturing of electronic components; retail of electronic components; electron

Business Scope: Product sales; R&D of machinery and equipment; research and development of special electronic materials; Integrated electricity

road design; integrated circuit manufacturing; integrated circuit sales; Software development. (Except.)

Except for projects that must be approved in accordance with the law, they shall independently carry out business operations in accordance with the law with their business licenses

Activities)

The main shareholder Shanghai Jimo Electronic Technology Partnership (Limited Partnership) holds it

25.8899% equity.

Key financial data for the most recent fiscal year (2023) (10,000 yuan)

Total assets 60,418.08

Net worth 44,890.32

Operating income was 12,585.48

Net profit -4,462.12

Note: The above information comes from public information such as the National Enterprise Credit Information Publicity System and the "2023 Annual Audit Report of Shanghai Jiyi Technology Co., Ltd." provided by Jiyi Technology.

2. Description of the relationship

Mr. Chen Xinyi, deputy general manager of the company, previously served as a director of Jiyi Technology, and in October 2024, Chen Xinyi

Mr. ceases to be a director of Jiyi Technology, which is an affiliated legal person of the Company and will terminate in October 2025 in accordance with the relevant requirements of Rule 15.1(15) 7 of the Listing Rules.

In addition to the purchase of equipment, the company and Jiyi Technology do not have other relationships in terms of property rights, business, assets, claims and debts (except for related party transactions reviewed by the company's board of directors and shareholders' general meeting). Jiyi Science and Technology has a good credit status, and there is no dishonesty in the execution and other dishonest situations, and its credit status does not affect this transaction.

3. Overview of the transaction target

(1) The name and category of the subject of the transaction

The transaction is an asset purchase under Article 7.1.1 of the Listing Rules, and the subject of the transaction is a silicon carbide etching equipment.

(2) A description of the ownership status of the subject matter of the transaction

The ownership of relevant equipment assets is clear, and there is no mortgage or pledge; There are no material disputes, litigation or arbitration matters involving the assets; There are no circumstances of judicial measures such as sealing and freezing; There are no other circumstances that would prevent the transfer of ownership.

(3) An explanation of the operation of the relevant assets

The silicon carbide etching equipment purchased this time is manufactured by Jiyi Technology in accordance with the technical parameters and other indicators required by Tuojing Keyke, and then sold to Tuojing Keytech.

4. Pricing of the related party transaction

The pricing policy of the equipment to be purchased by Tuojing Key Technology from Jiyi Technology is in accordance with the provisions of laws and regulations, and there is no use of related party transactions to convey benefits to related parties. Tuojing Jianke and Jiyi Technology conducted several rounds of negotiations on the purchase of this equipment, and finally after the unanimous agreement of both parties, the contract price and other terms were confirmed, and the pricing of this transaction was fair.

5. The necessity of this related party transaction and its impact on the listed company

The company's holding subsidiary, Tuojing Keytech, purchased equipment from the company's related parties, which is the need of Tuojingkey's own production and operation, which is conducive to accelerating the industrialization process of Tuojing Keytech, which is reasonable and necessary

The transaction price is fair and reasonable, there is no violation of relevant laws, regulations and normative documents, there is no harm to the interests of shareholders, and there is no significant impact on the company's business independence.

6. The main content of the related party transaction contract

1. The subject of the contract:

Party A (purchaser): Tuojing Keyke

Party B (supplier): Jiyi Technology

2. Procurement commodities: silicon carbide etching equipment (one unit);

3. Purchase amount: The total amount is expected to be RMB 10 million (tax included);

As of the disclosure date of this announcement, the purchase contract between the buyer and the seller has not yet been signed, and the specific content of the procurement contract is subject to the actual signed contract content.

VII. Deliberation Procedures for the Related Party Transaction

On December 30, 2024, the Company held the second special meeting of independent directors of the second session of the Board of Directors to review

The "Proposal on the Proposed Signing of Equipment Procurement Contracts and Related Party Transactions by the Company's Holding Subsidiaries" was passed, and all independent directors unanimously agreed to the above proposals and agreed to submit them to the Board of Directors of the Company for deliberation.

On December 30, 2024, the Company held the 12th meeting of the second session of the Board of Directors and the second session of the Board of Supervisors

At the 11th meeting, it was unanimously agreed to deliberate and approve the "Proposal on the Company's Holding Subsidiary to Sign an Equipment Procurement Contract and Related Party Transaction", and this matter does not need to be submitted to the company's general meeting of shareholders for deliberation. The board of directors authorized the relevant management personnel of Tuojing Key Branch to sign the procurement contract and other relevant documents and handle the relevant matters of the procurement equipment.

8. Verification opinions of the sponsor institution

After verification, the sponsor China Merchants Securities Co., Ltd. believes that the company's equipment purchase contract and related party transaction to be signed by the holding subsidiary are transactions based on the production and operation needs of the subsidiary, and will not have a significant adverse impact on the company's daily production and operation, and will not have an adverse impact on the company's independence; The above matters have been deliberated and approved by the board of directors and the board of supervisors of the company, and the necessary decision-making procedures have been fulfilled, and there is no need to submit them to the general meeting of shareholders for deliberation, in line with the provisions of relevant laws, regulations, normative documents and the articles of association of the company, and there is no harm to the interests of the company and all shareholders.

In summary, the sponsor has no objection to the company's related party transaction.

9. Attachment to the online announcement

China Merchants Securities Co., Ltd.'s Verification Opinions on the Proposed Signing of Equipment Procurement Contracts and Related Party Transactions by the Holding Subsidiaries of Tuojing Technology Co., Ltd.

The announcement is hereby made.

Board of Directors of Tuojing Technology Co., Ltd

December 31, 2024