Securities code: 688368 Securities abbreviation: Jingfeng Mingyuan Announcement No.: 2025-001

Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd

Announcement on the progress of planning for major asset restructuring

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 content in accordance with the law.

1. Basic information of the transaction

Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. (hereinafter referred to as the "Company") intends to purchase 100% of the equity of Sichuan Yichong Technology Co., Ltd. (hereinafter referred to as the "Target Company") by issuing shares, convertible corporate bonds and paying cash, and intends to issue shares to no more than 35 specific investors to raise matching funds (hereinafter referred to as the "Transaction"). This transaction is expected to constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies, and a connected transaction as stipulated in the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and does not constitute a restructuring and listing.

2. The progress of the transaction

According to the relevant regulations of the Shanghai Stock Exchange, the company's shares are listed in the Shanghai Stock Exchange after the company applies to the Shanghai Stock Exchange

Trading will be suspended from market open on Tuesday, October 22, 2024 and Tuesday, October 29, 2024

Trading will continue to be suspended from the opening of the market, as detailed in the company's announcement on the Shanghai Stock Exchange on October 22, 2024

On the website (www.sse.com.cn) of "Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. on the planning of the heavy

Announcement on the suspension of trading in the major asset restructuring (Announcement No. 2024-067) and issued on 29 October 2024

"Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. Announcement on Planning the Progress of Major Asset Restructuring and Continuing to Suspend Trading" (Announcement No.: 2024-068).

On November 4, 2024, the company held the 21st meeting of the third board of directors and the third board of supervisors

At the eighteenth meeting, the "Proposal on the Company's Issuance of Shares, Convertible Corporate Bonds and Payment of Cash to Purchase Assets and Raise Matching Funds and Related Party Transaction Plan" and other proposals related to this transaction were deliberated and approved, and the "Asset Purchase Agreement" was signed with the counterparty. At the same time, the company applied to the Shanghai Stock Exchange

Trading in the company's shares will resume from the market open on Tuesday, November 5, 2024. Details are detailed in the company's 2024 statement

On November 5, Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the disclosure of the major asset restructuring plan and the resumption of trading of the company's shares and general risks

Indicative Announcement" (Announcement No.: 2024-071), "Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. Issuance of Shares, Convertible Corporate Bonds and Payment of Cash to Purchase Assets and Raise Matching Funds and Related Party Transaction Plan" and other related announcements.

On December 4, 2024, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the "Progress Announcement of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. on Planning for Major Asset Restructuring" (Announcement No.: 2024-076), the Company has paid a sincerity payment of RMB 15 million to the designated account of the target company in accordance with the relevant "Asset Purchase Agreement". Subsequently, if the company fails to sign a supplementary agreement with the relevant counterparty for this transaction, the relevant entities of this transaction agree to terminate the transaction, the transaction is rejected by the Shanghai Stock Exchange or the China Securities Regulatory Commission, or the company pays all the cash consideration within the agreed time after the transaction is approved and registered by the China Securities Regulatory Commission, the above-mentioned earnest money shall be returned to the company.

As of the disclosure date of this announcement, the company has signed the "Legal Counsel Engagement Agreement" with Shanghai Fangda Law Firm, and hired Shanghai Fangda Law Firm to provide legal services for this transaction. The Company will engage independent financial advisors, auditors and asset appraisal agencies as soon as possible to promote the due diligence, audit and evaluation of this transaction.

Since the disclosure of the transaction plan, the company has actively communicated the transaction plan with the parties to the transaction and promoted the relevant work of the transaction in an orderly manner. The company will actively promote the work of the transaction planning matters in strict accordance with the relevant provisions of laws, regulations and normative documents, and fulfill the necessary follow-up review procedures and information disclosure obligations.

3. Risk Warning

The transaction is subject to reconsideration by the board of directors of the company and the general meeting of shareholders of the company for deliberation and approval, and is subject to the approval, approval or consent of the competent regulatory authorities before it can be formally implemented.

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 announcement published in the above-mentioned designated media.

The announcement is hereby made.

Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd

board of directors

January 2, 2025