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Securities code: 688126 Securities abbreviation: Shanghai Silicon Industry Announcement No.: 2025-003
Shanghai Silicon Industry Group Co., Ltd
Announcement on the estimated quota of daily related party transactions in 2025
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:
This matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The impact of daily connected transactions on listed companies: This related party transaction is a daily connected transaction of the company, which is positive
Frequent production and operation business, based on market prices, following the principle of equality and voluntariness, transaction risks can be
control, there is no harm to the interests of the company and shareholders, and there will be no greater dependence on related parties.
1. Basic information on daily related party transactions
(1) Deliberation procedures for the performance of routine related-party transactions
Shanghai Silicon Industry Group Co., Ltd. (hereinafter referred to as the "Company") convened on February 11, 2025
At the 25th meeting of the second session of the board of directors, the "Proposal on the Estimated Quota of Daily Related Party Transactions in 2025" was deliberated and approved, and the related directors Yu Yuehui, Yang Zhuo, Yang Liu, Xu Yiting and Qiu Ciyun abstained from voting on related matters, and the relevant proposals were unanimously voted by the non-affiliated directors attending the meeting.
On February 11, 2025, the Company held the second meeting of the second special meeting of independent directors of the Board of Directors.
The "Proposal on the Estimated Quota of Daily Related Party Transactions in 2025" was deliberated and approved. After deliberation, all independent directors believe that the daily related party transactions expected to occur in 2025 are necessary for the company to carry out daily production and operation, the relevant transactions follow the principle of consensus and fair trading, and the transaction price is determined according to the market price, and the price of the daily related party transactions expected to occur in 2025 is fair and will not harm the interests of the company and non-related shareholders. The related party transaction will not have any adverse impact on the company's financial condition and operating results, and the company's main business will not be dependent on related parties as a result of such transactions. In summary, all independent directors agreed to the estimated amount of the company's daily related party transactions in 2025, and agreed to submit the proposal to the board of directors of the company for deliberation.
The amount involved in this related party transaction has reached more than 30 million yuan, and it accounts for the latest period of the listed company
More than 1% of the audited total assets or market value need to be submitted to the company's general meeting of shareholders for deliberation.
(2) The estimated amount and type of the daily related party transaction
Unit: 10,000 yuan
2025 Expected to be the same as the same in 2024 The estimated amount is the same as the estimated amount in this period
Category of Related Party Transaction Related Party Transaction Transaction Business Ratio Actual Issuance of Business Ratio Actual Occurrence in 2024 Actual Issuance in 2024
Amount (%) Amount of students (not case (%) Amount difference (Amount of unreviewed amount varies greatly.)
audit).
Jiangsu Xinhua Semiconductor Technology 40,000.00 38.74 15,362.06 14.88 24,637.94 Business demand increased
Purchase of the original limited company from a related party
Material Axcelis Technology 300.00 0.29 - - 300.00
Subtotal 40,300.00 39.03 15,362.06 14.88 24,937.94
Soitec 400.00 0.13 56.99 0.02 343.01
China Micro Semiconductor Equipment (Shanghai) 800.00 0.26 669.71 0.22 130.29
corporation
Shanghai Integrated Circuit Equipment Materials 1,300.00 0.42 833.13 0.27 466.87
Industrial Innovation Center Co., Ltd
Shanghai Research of Integrated Circuit Materials, 100.00, 0.03, 0.45, 0.00, 99.55
Sales of the Industrial Hospital Limited to related parties
Products & Commodities Tianshui Huatian Technology Co., Ltd. 200.00 0.06 - - 200.00
firm
Shanghai Xinwei Semiconductor Co., Ltd. 300.00 0.10 119.41 0.04 180.59
manage
Ningbo Nanda Optoelectronic Materials Co., Ltd. 200.00 0.06 - - 200.00
firm
Subtotal 3,300.00 1.06 1,679.69 0.54 1,620.31
Provision of labor to related persons Soitec 19,000.00 6.11 17,512.80 5.63 1,487.20
Subtotal 19,000.00 6.11 17,512.80 5.63 1,487.20
Accepted by related persons Shanghai Integrated Circuit Materials Research 1,400.00 20.15 1,071.42 15.42 328.58
Labor Institute Co., Ltd
Subtotal 1,400.00 20.15 1,071.42 15.42 328.58
Leasing of assets to related parties Shanghai Integrated Circuit Materials Research 1,000.00 12.19 313.25 3.82 686.75
Production and supply of related hospitals Co., Ltd
Business services subtotal 1,000.00 12.19 313.25 3.82 686.75
Total 65,000.00 35,939.22 29,060.78
Note 1: The proportion of similar business in the above table = the amount of related party transactions / the amount of audited similar business in 2023
(3) The projection and implementation of the previous routine related party transaction
Unit: 10,000 yuan
Estimated amount of the previous year (previous year) Actual amount incurred in the previous year (previous time) Estimated amount for 2024
Category of Related Party Transaction Related Person Amount (2024, Unaudited) Amount vs. Actual Amount Incurred
(2024) amount
Jiangsu Xinhua Semiconductor Technology Co., Ltd. 20,000.00 15,362.06 4,637.94
firm
The purchase of shares of the original Anji Microelectronics Technology (Shanghai) from related parties is 50.00 17.70 32.30
Materials limited to the company
Hubei Xingfu Electronic Materials Co., Ltd. 20.00 7.28 12.72
manage
Subtotal 20,070.00 15,387.04 4,682.96
Sales to affiliates Soitec 700.00 56.99 643.01
Products and commodities China Micro Semiconductor Equipment (Shanghai) shares have 600.00 669.71 -69.71
Limited to companies
Shanghai Integrated Circuit Equipment Materials 2,700.00 833.13 1,866.87
Industrial Innovation Center Co., Ltd
Shanghai Institute of Integrated Circuit Materials Co., Ltd. 320.00 0.45 319.55
firm
Tianshui Huatian Technology Co., Ltd. 5.00 - 5.00
Shanghai New Micro Semiconductor Co., Ltd. 100.00 119.41 -19.41
Subtotal 4,425.00 1,679.69 2,745.31
Provision of labor to related persons Soitec 28,000.00 17,512.80 10,487.20
Subtotal 28,000.00 17,512.80 10,487.20
Accepted by related persons Shanghai Institute of Integrated Circuit Materials Co., Ltd. 1,300.00 1,071.42 228.58
of labor companies
Subtotal 1,300.00 1,071.42 228.58
Procurement Office of Related Parties Industrial Housing Development in Jiading Industrial Zone, Shanghai 30.00 19.58 10.42
Office Leasing and Related Limited Companies
Ancillary services Subtotal 30.00 19.58 10.42
Provide supply to related parties Shanghai Institute of Integrated Circuit Materials Co., Ltd. 500.00 292.75 207.25
to maintenance service companies
Subtotal 500.00 292.75 207.25
Shanghai Institute of Integrated Circuit Materials Co., Ltd. 1,300.00 20.51 1,279.49
Office Rental Company
Subtotal 1,300.00 20.51 1,279.49
Provision of patents to related parties Shanghai New Micro Semiconductor Co., Ltd. - 200 -200
Profit Implementation License Subtotal - 200 -200
Total 55,625.00 36,183.79 19,441.21
2. Basic information and relationship of related persons
(1) The basic information of the related persons
Jiangsu Xinhua Semiconductor Technology Co., Ltd. was established on December 11, 2015 and is the legal representative
Tian Xin, with a registered capital of 148,5714,288 yuan, has a registered address at 66 Yangshan Road, Xuzhou Economic and Technological Development Zone
Number. Its business scope is the research and development, manufacturing and sales of semiconductor materials, electronic materials, high-purity materials and by-products
sales and technical services, consulting services; Self-management and agency of import and export business of various commodities and technologies (limited by the state
Except for commodities or technologies that are operated or prohibited from being imported or exported). Licensed items: inspection and testing services. Executive Deputy of the Company
President Li Wei served as its director; In the last 12 months, the company's director, Yang Liu, has served as its original director.
Founded in 1978, AxcelisTechnology is a supplier of equipment and services for the semiconductor manufacturing industry
Upon consultation. Qiu Ciyun, director and president of the company, serves as its director.
Founded in 1992, Soitec is a company registered in France for the adjustment of microelectronics
Research on the manufacture and commercialization of materials for industry and general industry, providing a variety of technical assistance, and engaging in special machinery
R&D and application. Among them, manufacturing is a side business, and the main business lies in the adjustment of commercialization research. Executive Vice President of the Company
Kai Seikku as its director.
AMEC Semiconductor Equipment (Shanghai) Co., Ltd. was established on May 31, 2004 as a legal representative
Yin Zhiyao, with a registered capital of 619,279,423 yuan, is located at Jinqiao Exit, Pudong New Area, Shanghai
Processing Zone (South District) No. 188 Taihua Road. Its business scope is R&D, assembly of integrated circuit equipment, pan-semiconductor equipment and other micro-processing equipment and environmental protection equipment, including ancillary equipment and spare parts, and sales of self-produced products. Provide technical consultation and technical services. Yang Zhuo, a director of the Company, serves as its director.
Shanghai Integrated Circuit Equipment Materials Industry Innovation Center Co., Ltd. was established on April 10, 2020
The designated representative, Zhao Yuhang, has a registered capital of 1,150,000 yuan and a registered address at No. 497, Loulu Road, Jiading District, Shanghai. Its business scope is general projects: integrated circuit chip design and services; integrated circuit chip and product manufacturing; sales of integrated circuit chips and products; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; machinery and equipment leasing; import and export of goods; Technology import and export. Li Wei, executive vice president of the company, serves as its director.
Shanghai Institute of Integrated Circuit Materials Co., Ltd. was established on June 8, 2020, and its legal representative is Yu
Wenjie has a registered capital of 566,401,026 yuan and its registered address is located at No. 1180 Xingxian Road, Jiading District, Shanghai
Room 301, 3rd floor, 1 building. Its business scope is general projects: technical services, technology development, technical consulting, and technology
technology exchange, technology transfer, technology promotion; information system integration services; network technology services; integrated circuit design; integrated circuit chip design and services; advertising design, agency; graphic design and production; office services; socio-economic advisory services; ceremonial service; conference and exhibition services; machinery and equipment leasing; non-residential real estate leases; sales of electronic products; retail of computer hardware and software and auxiliary equipment; wholesale of computer hardware and software and auxiliary equipment; import and export of goods; Technology import and export. Xu Yiting, director of the company, and Li Wei, executive vice president, serve as its directors.
Tianshui Huatian Technology Co., Ltd. was established on December 25, 2003, with a registered capital of 320,4484,648 yuan and a registered address at No. 14, Shuangqiao Road, Qinzhou District, Tianshui City, Gansu Province. Its business scope is R&D, production, packaging, testing and sales of semiconductor integrated circuits; R&D, production and sales of LED and application products and MEMS; investment in electronics industry projects; Operate the export business of the company's self-produced products and technologies and the import business of machinery and equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise; Housing rental; Water, electricity, gas, heating, cooling and other related power products and services (except those restricted by the state). Yang Liu, a director of the company, serves as its director.
Shanghai Xinwei Semiconductor Co., Ltd. was established on January 23, 2020, and the legal representative is Yu Yuehui, note
The registered capital is 909.5 million yuan, and the registered address is located at No. 2020, Feidu Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone. Its business scope is general projects: integrated circuit manufacturing; integrated circuit design; integrated circuit sales; integrated circuit chip and product manufacturing; sales of integrated circuit chips and products; manufacturing of electronic components; optoelectronic device manufacturing; sales of optoelectronic devices; semiconductor discrete device manufacturing; sales of semiconductor discrete devices;
power electronic components manufacturing; sales of power electronic components; Technical services, technology development, technical consulting,
technology exchange, technology transfer, technology promotion; technology import and export; import and export of goods; Engineering and technical research and
Experimental development. (Except for projects subject to approval in accordance with the law, independently carry out business activities in accordance with the law with a business license).
Items: inspection and testing services. Yu Yuehui, chairman of the company, serves as its chairman and executive vice president of the company
WANG QINGYU SERVES AS ITS SENIOR EXECUTIVE.
Ningbo Nanda Optoelectronic Materials Co., Ltd. was established on January 9, 2018, and the legal representative Feng Jiansong,
The registered capital is 367.3319 million yuan, and the registered address is located in Yangzhouao Road, Chaiqiao Street, Beilun District, Ningbo City, Zhejiang Province
Number 233. Its business scope is general projects: manufacturing of special electronic materials; sales of special electronic materials; electron
research and development of special materials; production of chemical products (excluding licensed chemical products); Sales of chemical products (not included.)
can be classified as chemical products); manufacturing of synthetic materials (excluding hazardous chemicals); sales of synthetic materials; Metal packaging capacity
manufacturing of utensils and materials; domestic trade agency; non-residential real estate leases; machinery and equipment leasing; Import and export of goods
(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). Permitted Items:
production of hazardous chemicals; Inspection and testing of special equipment. Yang Zhuo and Yang Liu, directors of the company, serve as its directors; Last 12
During the month, Yuan Jiancheng, the former director of the company, served as its original director.
(2) Affiliation with listed companies
Associated Person Affiliation
Li Wei, executive vice president of Jiangsu Xinhua Semiconductor Technology Co., Ltd., serves as its director
In the last 12 months, the company's director, Yang Liu, has served as its original director
Axcelis Technology's director and president, Mr. Chiu Tzu-yun, serves as its director
Kai Seikku, executive vice president of Soitec, serves as its director
Yang Zhuo, director of China Micro Semiconductor Equipment (Shanghai) Co., Ltd., serves as its director
Li Wei, executive vice president of Shanghai Integrated Circuit Equipment Materials Industry Innovation Center Co., Ltd., serves as its director
Xu Yiting, director of Shanghai Institute of Integrated Circuit Materials Co., Ltd., and Li Wei, executive vice president, serve as its directors
Yang Liu, director of Tianshui Huatian Technology Co., Ltd., serves as its director
Yu Yuehui, chairman of Shanghai New Micro Semiconductor Co., Ltd., serves as its chairman company
WANG QINGYU, EXECUTIVE VICE PRESIDENT, SERVES AS ITS SENIOR EXECUTIVE
Ningbo Nanda Optoelectronic Materials Co., Ltd. directors Yang Zhuo and Yang Liu serve as its directors
In the last 12 months, Yuan Jiancheng, the company's former director, has served as its original director
(3) Analysis of performance capacity
The above-mentioned related parties continue to operate in accordance with the law, the transactions between the two parties can be settled normally, and the implementation of the contract in the early stage is good
Good. The Company will sign relevant contracts or agreements with relevant parties in connection with the above transactions and execute them in strict accordance with the agreement, both parties
There is a legal guarantee for the performance of the contract.
3. The main content of daily related party transactions
(1) The main content of the related party transaction
The Company's related-party transactions are mainly the sale of goods, the purchase of raw materials, the provision of labor services and leasing services to related parties, etc., and the pricing of related-party transactions follows the principle of marketization and is determined according to the fair market price.
(2) The signing of the related party transaction agreement
In order to safeguard the interests of both parties, the Company and the above-mentioned related parties will sign corresponding contracts or agreements according to the business development.
Fourth, the purpose of daily related party transactions and the impact on listed companies
The Company and related parties follow the principles of fairness, impartiality and openness, and price and trade according to market prices; The above-mentioned related party transactions are the normal business of the company, which is conducive to the development of the company's business and does not harm the interests of the company and all shareholders; The Company and its related parties remain independent in terms of business, personnel, assets, institutions, finances, etc., and the above-mentioned related party transactions will not affect the independence of the Company, and the Company's main business will not be dependent on related parties as a result of such transactions.
5. Verification opinions of the sponsor institution
After verification, the sponsor believes that the related party transaction has been deliberated and approved by the special meeting of the board of directors and independent directors of the company, and the affiliated directors have abstained from voting, and will be submitted to the general meeting of shareholders for deliberation, and the decision-making procedures are in accordance with the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and "Articles of Association" and the company's related party transaction management system and other relevant regulations; The related-party transaction was carried out based on the needs of the company's operation and management, and the pricing of the related-party transaction followed the principle of marketization, and there was no harm to the interests of the company and non-affiliated shareholders. The sponsor has no objection to the company's related party transaction, which needs to be reviewed and approved by the company's general meeting of shareholders before it can be implemented.
The announcement is hereby made.
Board of Directors of Shanghai Silicon Industry Group Co., Ltd
February 13, 2025
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