Shanghai Silicon Industry: Announcement of Shanghai Silicon Industry on the Subsidiary's Proposed Signing of Procurement Framework Contracts and Related Party Transactions
DATE:  Feb 13 2025

Securities code: 688126 Securities abbreviation: Shanghai Silicon Industry Announcement No.: 2025-004

Shanghai Silicon Industry Group Co., Ltd

Announcement on the subsidiary's intention to sign a procurement framework contract and related party transactions

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.

Important Content Notes:

Shanghai Silicon Industry Group Co., Ltd. (hereinafter referred to as the "Company") is a subsidiary of Shanghai Xinsheng Semiconductor Branch

Technology Co., Ltd. (hereinafter referred to as "Shanghai Xinsheng") and its holding subsidiary, Shanghai Xinsheng Jingrui Semiconductor

Technology Co., Ltd. (hereinafter referred to as "Xinsheng Jingrui"), Taiyuan Jinke Silicon Material Technology Co., Ltd. (to

hereinafter referred to as "Jinke Silicon Materials") intends to cooperate with the supplier Jiangsu Xinhua Semiconductor Technology Co., Ltd. (to

hereinafter referred to as "Xinhua Semiconductor") signed a framework contract for the procurement of electronic-grade polysilicon.

This transaction constitutes a connected transaction, but it does not constitute a major asset restructuring, and there is no major legal obstacle. This matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.

1. Overview of related party transactions

Shanghai Xinsheng, a subsidiary of Shanghai Silicon Industry Group Co., Ltd., and its holding subsidiaries Xinsheng Jingrui and Jinke Silicon Materials plan to sign a procurement framework contract for electronic-grade polysilicon with the supplier Xinhua Semiconductor. The company held the 25th meeting of the second board of directors on February 11, 2025, and deliberated and passed the "Proposal on the Proposed Signing of Procurement Framework Contract and Related Party Transactions by Subsidiaries".

Xinhua Semiconductor is an enterprise in which Li Wei, executive vice president of the company, serves as its director, and in the past 12 months, the company's director Yang Liu has served as its original director, and is a related party of the company. Therefore, this transaction constitutes a connected transaction, but does not constitute a material asset restructuring as stipulated in the Measures for Material Asset Restructuring of Listed Companies.

The total amount of the above-mentioned procurement framework contract is expected to be more than 30 million yuan, and it accounts for more than 1% of the company's latest audited total assets, and the specific amount will be subject to the actual order settlement. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.

2. Basic information of related persons

Jiangsu Xinhua Semiconductor Technology Co., Ltd. is an enterprise in which Li Wei, executive vice president of the company, serves as its director, and in the past 12 months, the company's director Yang Liu has served as its original director, and is a related party of the company.

Jiangsu Xinhua Semiconductor Technology Co., Ltd. was established on December 11, 2015, with a registered capital of 148,5714,288 yuan and a registered address at No. 66, Yangshan Road, Xuzhou Economic and Technological Development Zone. Its business scope is the research and development, manufacturing, sales, technical services and consulting services of semiconductor materials, electronic materials, high-purity materials and by-products; Self-management and agency of import and export business of various commodities and technologies (except for commodities or technologies restricted or prohibited by the state). Licensed items: inspection and testing services. For the whole year of 2024, the company and its subsidiaries will have commodity transactions with it with an amount of 153.6206 million yuan (unaudited).

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

The subject matter of this related party transaction is electronic-grade polysilicon products, and the product pricing follows the principle of marketization to determine the transaction price, and the price is fair, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders.

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

The main contents of the Procurement Framework Contract:

Buyers: Shanghai Xinsheng Semiconductor Technology Co., Ltd., Shanghai Xinsheng Jingrui Semiconductor Technology Co., Ltd., Taiyuan Jinke Silicon Material Technology Co., Ltd

Vendor: Jiangsu Xinhua Semiconductor Technology Co., Ltd

The main contents of the contract:

(1) This framework contract (hereinafter referred to as the "Contract") shall be valid for 5 years, from January 1, 2025 to December 31, 2029; If this contract needs to be renewed upon expiration, both parties shall re-enter into a new contract.

(2) From 2025 to 2029, the quantity and price of electronic-grade polysilicon products purchased by the buyer from the seller, and the total contract value is expected to be RMB1.054 billion (including tax).

(3) The Buyer may issue a purchase order to the Seller pursuant to this Contract, and the Seller shall send it back to the Buyer within five (5) working days of receipt of the order with a proper signature on the order and affixing the official seal or contract seal to confirm the acceptance of the order. The date on which the Seller confirms acceptance of the order shall be the effective date of the order.

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

This transaction will be conducive to further establishing a strategic partnership with suppliers, committed to mutual benefit and win-win results for both parties, and laying a good foundation for long-term cooperation.

This matter is necessary for the company to carry out daily production and operation, in line with the company's long-term interests, the relevant transactions follow the principle of consensus and fair trade, and the transaction price is determined according to the market price, the price is fair, and there is no harm to the company and shareholders, especially the interests of small and medium-sized shareholders.

VI. Procedures for Deliberation of Related Party Transactions

On February 11, 2025, the Company held the second meeting of the second session of the special meeting of independent directors of the board of directors, and deliberated and approved the "Proposal on the Proposed Signing of Procurement Framework Contracts and Related Party Transactions by Subsidiaries". After deliberation, all the independent directors believe that the subsidiary Shanghai Xinsheng intends to sign a procurement framework contract for the company's daily production and operation, which is in line with the company's long-term interests, and the relevant transactions follow the principle of consensus and fair trade, and the transaction price is determined according to the market price, and the price is fair, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders. The related party transaction will not have any adverse impact on the company's financial condition and operating results. In summary, all independent directors agreed that the subsidiary Shanghai Xinsheng Semiconductor Technology Co., Ltd. and its holding subsidiaries Shanghai Xinsheng Jingrui Semiconductor Technology Co., Ltd. and Taiyuan Jinke Silicon Material Technology Co., Ltd. signed a procurement framework contract with the related party Jiangsu Xinhua Semiconductor Technology Co., Ltd., and agreed to submit the proposal to the board of directors of the company for deliberation.

On February 11, 2025, the company held the 25th meeting of the second session of the board of directors and deliberated the "Proposal on the Proposed Signing of Procurement Framework Contracts and Related Party Transactions by Subsidiaries". This matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.

The announcement is hereby made.

Board of Directors of Shanghai Silicon Industry Group Co., Ltd

February 13, 2025

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